LORD ABBETT SERIES FUND INC, 485BPOS, 2000-04-28

LORD ABBETT SERIES FUND INC
485BPOS, 2000-04-28

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1933 Act File No. 33-31072
1940 Act File No. 811-5876

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 18 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940

Amendment No. 17 [X]

LORD ABBETT SERIES FUND, INC.
-----------------------------
Exact Name of Registrant as Specified in Charter

90 HUDSON STREET, JERSEY CITY, NEW JERSEY 07302-3973
----------------------------------------------------
Address of Principal Executive Office

Registrant's Telephone Number (201) 395-2000

LAWRENCE H. KAPLAN, VICE PRESIDENT
90 HUDSON STREET, JERSEY CITY, NEW JERSEY 07302-3973
----------------------------------------------------
Name and Address of Agent for Service

It is proposed that this filing will become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b)
- -----
X on May 1, 2000 pursuant to paragraph (b)
- -----

60 days after filing pursuant to paragraph (a) (1)
- -----
on (date) pursuant to paragraph (a) (1)
- -----
75 days after filing pursuant to paragraph (a) (2)
- -----
on (date) pursuant to paragraph (a) (2) of rule 485
- -----

If appropriate, check the following box:

_____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

Lord Abbett
Series Fund

Bond Debenture Portfolio

Prospectus
May 1, 2000

[logo]

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

<PAGE>

Table of Contents

The Fund Page

What you should know Goal 2
about the Fund Principal Strategy 2
Main Risks 2
Performance 3

Your Investment

Information for managing Purchases and Redemptions 4
your Fund account Distributions and Taxes 4
Services Agreement 4
Management 5

For More Information

How to learn more Other Investment Techniques 6
about the Fund

How to learn more about the Back Cover
Fund and other Lord Abbett Funds

<PAGE>

The Fund

GOAL

The Fund's investment objective is to seek high current income and the
opportunity for capital appreciation to produce a high total return.

PRINCIPAL STRATEGY

To pursue its goal, the Fund normally invests in high yield and investment
grade debt securities, securities convertible into common stock and
preferred stocks. Under normal circumstances, the Fund invests at least 65%
of its total assets in fixed income securities of various types. At least
20% of the Fund's assets must be invested in any combination of investment
grade securities, U.S. Government securities and cash equivalents.

We believe that a high total return (current income and capital
appreciation) may be derived from an actively managed, diversified
portfolio of investments. Through port-folio diversification, credit
analysis and attention to current developments and trends in interest rates
and economic conditions, we attempt to reduce the risks. We seek unusual
values, using fundamental, bottom-up research to identify undervalued
securities. In recent years, the Fund has found good value in high yield
securities, sometimes called "lower-rated bonds" or "junk bonds," and has
invested more than half its assets in those securities. Higher yield on
debt securities can occur during periods of high inflation when the demand
for borrowed money is high. Also, buying lower-rated bonds when we believe
the credit risk is likely to decrease, may generate higher returns.

While typically fully invested, at times we may take a temporary defensive
position by investing some of the Fund's assets in cash and short-term debt
securities. This could reduce the benefit from any upswing in the market
and prevent the Fund from achieving its investment objective.

MAIN RISKS

The Fund is subject to the general risks and considerations associated with
investing in debt securities. The value of an investment in the Fund will
change as interest rates fluctuate in response to market movements. When
interest rates rise, the prices of debt securities are likely to decline,
and when interest rates fall, the prices of debt securities tend to rise.
Longer-term debt securities are usually more sensitive to interest rate
changes. Put another way, the longer the maturity of a security, the
greater the effect a change in interest rates is likely to have on its
price.

There is also the risk that an issuer of a debt security will fail to make
timely payments of principal or interest to the Fund, a risk that is
greater with junk bonds. Some issuers, particularly of junk bonds, may
default as to principal and/or interest payments after the Fund purchases
their securities. This may result in losses to the Fund. In addition,

We or the Fund refers to the Bond-Debenture Portfolio, one of four separate
portfolios of the Lord Abbett Series Fund, Inc. (the "Company").

About the Fund. The Fund is a professionally managed portfolio primarily holding
securities purchased with the pooled money of investors. It strives to reach its
stated goal, although as with all funds, it cannot guarantee results.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies used by the Fund and
their risks.

2 The Fund

<PAGE>

Bond-Debenture Portfolio

the market for high-yield securities generally is less liquid than the
market for higher-rated securities.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. The Fund is not a complete investment program and may
not be appropriate for all investors. You could lose money by investing in
the Fund.

PERFORMANCE

This prospectus does not show performance information for the Fund because
the Fund has not been in operation for a full calender year.

The Fund 3

<PAGE>

Your Investment

PURCHASES AND REDEMPTIONS

This prospectus offers one class of shares named Bond-Debenture Portfolio
that is also referred to in this prospectus as Class VC. Currently, these
shares are sold only to separate accounts of insurance companies at net
asset value ("NAV"). These insurance companies sell Variable Contracts that
generate premiums, some of which will be invested in the Fund. Redemptions
will be effected by the separate accounts to meet obligations under the
Variable Contracts. Contract owners do not deal directly with the Fund with
respect to the purchase or redemption of Fund shares. In selecting
broker/dealers to execute transactions for the Fund's portfolio, if two or
more broker/dealers are considered capable of best execution, the Fund may
prefer the broker/dealer which has sold Fund shares through the sale of
such Variable Contracts.

DISTRIBUTIONS AND TAXES

The Fund normally pays dividends from its net investment income and
distributes net capital gains (if any) as "capital gains distributions" on
an annual basis. Shareholders may elect to receive dividends and
distributions either in additional shares of the Fund or in cash.

The Fund intends to comply with the diversification requirements, contained
in the Treasury regulations issued under Section 817(h) of the Internal
Revenue Code of 1986, as amended (the "Code"), that apply to investments by
variable annuity contracts and variable life insurance contracts. To
satisfy these requirements, the Fund generally will not be permitted to
invest more than 55 percent of the value of its total assets in the
securities of a single issuer; more than 70 percent of the value of its
total assets in the securities of any two issuers; more than 80 percent of
the value of its total assets in the securities of any three issuers; or
more than 90 percent of the value of its total assets in the securities of
any four issuers. If the Fund fails to satisfy these diversification
requirements, the owner of a Variable Contract that holds shares in the
Fund during the calendar quarter in which the failure occurs could become
subject to current federal taxation at ordinary income rates with respect
to income on the Variable Contract.

For information about the federal income tax treatment of distributions to
the separate accounts that hold shares in the Fund, please refer to the
prospectus for the variable annuity or insurance contract applicable to
your investment.

SERVICES AGREEMENT

Insurance companies will be compensated up to .25 of 1% to service and maintain
shareholder accounts. The services provided may include: providing information
periodically to Variable Contract owners; showing the number of shares of the
Fund held through the Variable Contract; responding to Variable Contract owners'
inquiries relating to the services performed by the insurance company;
forwarding shareholder communications from the Fund, including proxies,
shareholder reports, annual and semi-annual financial statements, as well as
dividend, distribution and tax notices to Variable Contract owners, if required
by law; and such other similar services as the Fund may reasonably request, from
time to time, to the extent the insurance company is permitted to do so under
federal and state statutes, rules and regulations.

NAV per Class VC share is calculated each business day at the close of regular
trading on the New York Stock Exchange ("NYSE"), normally 4:00 p.m. Eastern
time. Purchases and sales of Fund shares are executed at the NAV next determined
after the Fund receives the order in proper form. In calculating NAV, securities
for which market quotations are available are valued at those quotations.
Securities for which such quotations are not available are valued at fair value
under procedures approved by the Board of the Company.

Variable Contracts - usually variable annuities or variable life insurance -
allow contract holders to invest a portion of the premiums in mutual funds in
order to take advantage of fluctuations in the stock market.

4 Your Investment

<PAGE>

MANAGEMENT

The Fund's investment adviser is Lord, Abbett & Co. ("Lord Abbett"), which
is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in
1929, Lord Abbett manages one of the nation's oldest mutual fund complexes,
with over $35 billion in more than 40 mutual fund portfolios and other
advisory accounts. For more information about the services Lord Abbett
provides to the Funds, see the Statement of Additional Information.

Lord Abbett is entitled to a management fee at an annual rate of .50 of 1%
of the Fund's average daily net assets. The fee is calculated and payable
monthly. In addition, the Fund pays all expenses not expressly assumed by
Lord Abbett.

Investment Managers. Lord Abbett uses a team of investment managers and
analysts acting together to manage the Fund's investments. Christopher J.
Towle, Partner of Lord Abbett, heads the team; the other senior members
include Richard Szaro, Michael Goldstein and Thomas Baade. Messrs. Towle
and Szaro have been with Lord Abbett since 1988 and 1983, respectively. Mr.
Goldstein has been with Lord Abbett since 1997. Before joining Lord Abbett,
Mr. Goldstein was a bond trader for Credit Suisse BEA Associates from
August 1992 through April 1997. Mr. Baade joined Lord Abbett in 1998; prior
to that he was a credit analyst with Greenwich Street Advisors.

Your Investment 5

<PAGE>

For More Information

OTHER INVESTMENT TECHNIQUES

This section describes some of the investment techniques that might be used
by the Fund and their risks.

Adjusting Investment Exposure. The Fund may, but is not required to, use
various strategies to change its investment exposure to adjust to changing
security prices, interest rates, currency exchange rates, commodity prices
and other factors. The Fund may use these transactions to change the risk
and return characteristics of the Fund's portfolio.
If we judge market conditions incorrectly or use a strategy that does not
correlate well with the Fund's investments, it could result in a loss, even
if we intended to lessen risk or enhance returns. These transactions may
involve a small investment of cash compared to the magnitude of the risk
assumed and could produce disproportionate gains or losses.

Convertible Securities. The Fund may invest in convertible bonds and
convertible stocks. These investments tend to be more volatile than debt
securities but tend to be less volatile and produce more income than their
underlying common stocks.

Foreign Securities. The Fund may invest up to 20% of its net assets in
foreign securities. Foreign securities are securities primarily traded in
countries outside the United States. Foreign markets and the securities
traded in them are not subject to the same degree of regulation as U.S.
markets. Securities clearance and settlement procedures may be different in
foreign countries. There may be less trading volume in foreign markets,
subjecting the securities traded in them to higher price fluctuations.
Transaction costs may be higher in foreign markets. The Fund may hold
foreign securities which trade on days when the Fund does not sell shares.
As a result, the value of the Fund's portfolio securities may change on
days an investor may not purchase or sell Fund shares.

Foreign issuers are generally not subject to similar, uniform accounting,
auditing and financial reporting requirements as U.S. issuers. Foreign
investments may be affected by changes in currency rates or currency
controls. Certain foreign countries may limit the Fund's ability to remove
its assets from the country. With respect to certain foreign countries,
there is a possibility of nationalization, expropriation or confiscatory
taxation, imposition of withholding or other taxes, and political or social
instability which could affect investments in those countries.

Short-Term Fixed-Income Securities. The Fund is authorized to invest
temporarily in certain short-term fixed income securities. Such securities
may be used to invest uncommitted cash balances, to maintain liquidity to
meet shareholder redemptions, or to take a temporary defensive position
against market declines. These securities include: obligations of the U.S.
Government and its agencies and instrumentalities; commercial paper, bank
certificates of deposit, and bankers' acceptances; and repurchase
agreements collateralized by these securities.

6 For More Information

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

This prospectus is intended for use in connection with a Variable Contract
Plan. More information on this Fund is available free upon request,
including:

STATEMENT OF ADDITIONAL INFORMATION ("SAI")
Provides more details about the Fund and its policies. A current SAI is on
file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference (is legally considered part of this prospectus).
Both the SAI and the prospectus may be obtained, without charge, by writing
to the Fund or by calling: 800-426-1130.

Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio

90 Hudson Street
Jersey City, NJ 07302-3973
--------------------------
SEC file number: 811-5876

To obtain information:

By telephone. Call the Fund at:
800-426-1130

By mail. Write to the Fund at:
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, NJ 07302-3973

Via the Internet. Lord, Abbett & Co. www.lordabbett.com Text only versions of
Fund documents can be viewed online or downloaded from:

SEC
www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 202-942-8090) or by sending your request and a duplicating
fee to the SEC's Public Reference Section, Washington, DC 20549-6009 or by
sending your request electronically to [email protected].

LASF-BD-1-500
(5/00)

<PAGE>

Lord Abbett
Series Fund

Growth and Income Portfolio

Prospectus
May 1, 2000
[logo]

<PAGE>

Table of Contents

The Fund Page

What you should know Goal 2
about the Fund Principal Strategy 2
Main Risks 2
Performance 3

Your Investment

Information for managing Purchases and Redemptions 4
your Fund account Distributions and Taxes 4
Services Agreement 4
Management 5

For More Information

How to learn more Other Investment Techniques 6
about the Fund Recent Performance 7

Financial Information

Financial Highlights 8
Line Graph Comparison 9

How to learn more about the Back Cover
Fund and other Lord Abbett Funds

<PAGE>

The Fund

GOAL

The Fund's investment objective is long-term growth of capital and income
without excessive fluctuations in market value.

PRINCIPAL STRATEGY

To pursue this goal, the Fund purchases stocks of large, seasoned, U.S. and
multinational companies which we believe are undervalued. The Fund chooses
stocks using:

o quantitative research to identify which stocks we believe represent
the best bargains

o fundamental research to learn about a company's operating environment,
resources and strategic plans and to assess its prospects for
exceeding earnings expectations

o business cycle analysis to determine how buying or selling securities
changes our overall portfolio's sensitivity to interest rates and
economic conditions.

The Fund is intended for investors looking for long-term growth with low
fluctuations in market value. For this reason, we will forgo some
opportunities for gains when, in our judgment, they are too risky. The Fund
tries to keep its assets invested in securities selling at reasonable
prices in relation to value.

While there is the risk that an investment may never reach what we think is
its full value, or may go down in value, our emphasis on large, seasoned
company bargain stocks may limit our downside risk because bargain stocks
in theory are already underpriced and large, seasoned company stocks tend
to be less volatile than small company stocks.

We generally sell a stock when we think it is no longer a bargain, seems
less likely to benefit from the current market and economic environment,
shows deteriorating fundamentals, or falls short of our expectations.

While typically fully invested, at times we may take a temporary defensive
position by investing some of the Fund's assets in short-term debt
securities. This could reduce the benefit from any upswing in the market
and prevent the Fund from achieving its investment objective.

MAIN RISKS

The Fund is subject to the general risks and considerations associated with
equity investing, as well as the particular risks associated with bargain
stocks. The value of your investment will fluctuate in response to
movements in the stock market in general and to the changing prospects of
individual companies in which the Fund invests. Bargain stocks may perform
differently than the market as a whole and other types of stocks, such as
small company stocks and growth stocks. This is because different types of
stocks tend to shift in and out of favor depending on market and economic
conditions. The market may fail to recognize the intrinsic value of
particular bargain stocks for a long time. In addition, if the Fund's
assessment of a company's value or prospects for exceeding earnings
expectations or market conditions is wrong, the Fund could suffer losses or
produce poor performance relative to other funds, even in a rising market.

We or the Fund refers to the Growth and Income Portfolio, one of four separate
portfolios of the Lord Abbett Series Fund, Inc. (the "Company").

Large companies are established companies that are considered "known
quantities." Large companies often have the resources to weather economic
shifts, although they can be slower to innovate than small companies.

Seasoned companies are usually established companies whose securities have
gained a reputation for quality with the investing public and enjoy liquidity in
the market.

Bargain stocks are stocks of companies which we believe the market undervalues
according to certain financial measurements of their intrinsic worth or business
prospects.

Small companies are often new and less established, with a ten-dency to be
faster-growing but more volatile and less liquid than large company stocks.

Growth stocks exhibit faster-than-average gains in earnings and are expected to
continue profit growth at a high level, but also tend to be more volatile than
bargain stocks.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies used by the Fund and
their risks.

2 The Fund

<PAGE>

Growth and Income Portfolio

PERFORMANCE

The bar chart and table below provide some indication of the risks of
investing in the Fund by illustrating the variability of the Fund's
returns. Each assumes reinvestment of dividends and distributions. The
Fund's past performance is not necessarily an indication of how the Fund
will perform in the future.

The bar chart shows changes in the performance of the Fund's Class VC
shares from calendar year to calendar year. The Fund's shares are sold only
to insurance company separate accounts that fund certain variable annuity
and variable life contracts. This chart does not reflect the sales charges
or other expenses of these contracts. If those sales charges and expenses
were reflected, returns would be less.

================================================================================
Bar Chart (per calendar year) - Class VC Shares
1990 - 2.2%
1991 - 27.0%
1992 - 15.6%
1993 - 14.8%
1994 - 2.8%
1995 - 29.8%
1996 - 19.5%
1997 - 24.4%
1998 - 12.8%
1999 - 16.7%

================================================================================

[GRAPHIC OMITTED]

Best Quarter 4th Q `98 17.0% Worst Quarter 3rd Q `98 -12.2%

================================================================================

The table below shows how the average annual total returns of the Fund's
Class VC shares compared to those of a broad-based securities market index
and a more narrowly based index that more closely reflects the market
sectors in which the Fund invests.

================================================================================
Average Annual Total Returns Through December 31, 1999

================================================================================

Share Class 1 Year 5 Years 10 Years
Class VC shares(1) 16.70% 20.56% 16.25%
- --------------------------------------------------------------------------------
S&P 500(R)Index(2) 21.03% 28.54% 18.19%
- --------------------------------------------------------------------------------
S&P Barra Value Index(2) 12.72% 22.94% 15.37%
- --------------------------------------------------------------------------------

(1) The date of inception for Class VC is 12/11/89.

(2) Performance for the unmanaged S&P 500(R) Index and S&P Barra Value Index
does not reflect fees or expenses. The performance of the indices is not
necessarily representative of the Fund's performance.

The Fund 3

<PAGE>

PURCHASES AND REDEMPTIONS

This Prospectus offers one class of shares: Variable Contract ("Class VC").
Currently, these shares are sold only to separate accounts of insurance
companies at net asset value ("NAV"). These insurance companies sell
Variable Contracts that generate premiums, some of which will be invested
in the Fund. Redemptions will be effected by the separate accounts to meet
obligations under the Variable Contracts. Contract owners do not deal
directly with the Fund with respect to the purchase or redemption of Fund
shares. In selecting broker/dealers to execute transactions for the Fund's
portfolio, if two or more broker/dealers are considered capable of best
execution, the Fund may prefer the broker/dealer which has sold Fund shares
through the sale of such Variable Contracts.

DISTRIBUTIONS AND TAXES

SERVICES AGREEMENT

4 Your Investment

<PAGE>

MANAGEMENT

Lord Abbett is entitled to a management fee at an annual rate of .50 of 1%
of the Fund's average daily net assets. The fee is calculated and payable
monthly. For the fiscal year ended December 31, 1999, the fee paid to Lord
Abbett was at an annual rate of .50 of 1%. Lord Abbett may waive its
management fee and/or advance other expenses of the Fund. In addition, the
Fund pays all expenses not expressly assumed by Lord Abbett.

Lord Abbett uses a team of investment managers and analysts acting together
to manage the Fund's investments. The investment management team is headed
by Robert G. Morris, W. Thomas Hudson and Eli Salzmann. Messrs. Morris and
Hudson, Partners of Lord Abbett, have been with Lord Abbett for more than
five years. Mr. Salzman joined Lord Abbett in 1997; prior to that he was a
Vice President with Mutual of America Capital Corp. from 1996 to 1997, and
a Vice President with Mitchell Hutchins Asset Management, Inc. from 1986 to
1996.

Your Investment 5

<PAGE>

For More Information

OTHER INVESTMENT TECHNIQUES

This section describes some of the investment techniques that might be used
by the Fund and their risks.

Adjusting Investment Exposure. The Fund may, but is not required to, use
various strategies to change its investment exposure to adjust to changing
security prices, interest rates, currency exchange rates, commodity prices
and other factors. The Fund may use these transactions to change the risk
and return characteristics of the Fund's portfolio.
If we judge market conditions incorrectly or use a strategy that does not
correlate well with the Fund's investments, it could result in a loss, even
if we intended to lessen risk or enhance returns. These strategies may
involve a small investment of cash compared to the magnitude of the risk
assumed and could produce disproportionate gains or losses. Also, these
strategies could result in losses if the counterparty to a transaction does
not perform as promised.

Convertible Securities. The Fund may invest in convertible bonds and
convertible preferred stocks. These investments tend to be more volatile
than debt securities but tend to be less volatile and produce more income
than their underlying common stocks.

Covered Call Options. The Fund may write (sell) call options on securities
it owns. A call option on stock gives the purchaser of the option, upon
payment of a premium to the writer of the option, the right to call upon
the writer to deliver a specified number of shares of a stock on or before
a fixed date at a predetermined price.

Debt Securities. The Fund may invest in debt securities such as bonds,
debentures, government obligations, commercial paper and pass-through
instruments. When interest rates rise, prices of these investments are
likely to decline, and when interest rates fall, prices tend to rise. There
is also the risk that an issuer of a debt security will fail to make timely
payments of principal or interest to the Fund.

Foreign Securities. The Fund may invest up to 10% of its net assets in
foreign securities. Foreign securities are securities primarily traded in
countries outside the United States. Foreign markets and the securities
traded in them are not subject to the same degree of regulation as U.S.
markets. Securities clearance and settlement procedures may be different in
foreign countries. There may be less trading volume in foreign markets,
subjecting the securities traded in them to higher price fluctuations.
Transaction costs may be higher in foreign markets. The Fund may hold
foreign securities which trade on days when the Fund does not sell shares.
As a result, the value of the Fund's portfolio securities may change on
days an investor may not purchase or sell Fund shares.

6 For More Information

<PAGE>

High Yield Debt Securities. The Fund may invest up to 5% of its net assets
measured at the time of investment in high yield debt securities. High
yield debt securities or "junk bonds" are rated BB/Ba or lower and
typically pay a higher yield than investment grade debt securities. These
bonds have a higher risk of default than investment grade bonds and their
prices can be much more volatile.

RECENT PERFORMANCE

The following is a discussion of recent performance for the 12-month period
ending December 31, 1999.

Evidence of a possible global economic recovery emerged early in 1999. By
mid-year, it became apparent that global economic conditions were generally
improving, as reflected in increasing demand for commodities such as paper,
metals and chemicals. Much of the global rebound was attributed to the
Federal Reserve Board's move in the autumn of 1998 to lower U.S. interest
rates in an effort to pump liquidity into many of the world's faltering
economies. As global markets continued to improve throughout 1999, the
Federal Reserve Board decided that this stimulus was no longer needed,
resulting in a series of autumn rate hikes that have normalized U.S.
interest rates from their record lows the previous year. Overall, GDP
growth in the U.S. remained strong throughout the period, with a healthy
labor market generating steady production and income gains.

Rising interest rates in mid to late 1999 caused a leadership shift in the
large-cap market as interest-rate-sensitive sectors, such as utilities and
financial services, underperformed, while technology stocks demonstrated
tremendous relative strength despite their high valuations. Over the course
of 1999, the Fund remained underweighted in the financial sector, in
anticipation of rising interest rates. Likewise, we were well-positioned to
benefit from the leadership position of the technology sector, with select
holdings generating strong gains. We also increased our exposure in basic
materials industries, in anticipation of further global economic recovery
throughout 2000 and 2001.

For More Information 7

<PAGE>

Financial Information

FINANCIAL HIGHLIGHTS This table describes the Fund's performance for the
fiscal periods indicated. "Total return" shows how much your investment in the
Fund would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These Financial Highlights have been
audited by Deloitte & Touche LLP, the Fund's independent auditors, in
conjunction with their annual audit of the Fund's financial statements.
Financial statements for the fiscal year ended December 31, 1999 and the
Independent Auditors' Report thereon appear in the Annual Report to Shareholders
for the fiscal year ended December 31, 1999, and are incorporated by reference
into the Statement of Additional Information, which is available upon request.
Certain information reflects financial results for a single Fund share. The
total return information for the portfolio shown in the table below does not
reflect expenses of a separate account or any variable contracts. If such
charges were included, the total return figures would be lower for all periods
shown.

====================================================================================================================================
Growth and Income Portfolio - Class VC
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,

Per Share Operating Performance: 1999 1998 1997 1996 1995

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year $20.649 $19.510 $17.022 $15.241 $12.71
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment Income .52(a) .360(a) .393(a) .408 .459
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
- ------------------------------------------------------------------------------------------------------------------------------------
gain on investments 2.90 2.149 3.755 2.563 3.332
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 3.42 2.509 4.148 2.971 3.791
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and Distributions
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (.42) (.325) (.34) (.36) (.36)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain (1.49) (1.045) (1.32) (.83) (.90)
- ------------------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (1.91) (1.37) (1.66) (1.19) (1.26)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $22.160 $20.649 $19.510 $17.022 $15.241
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return(b) 16.74% 12.82% 24.34% 19.49% 29.82%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses .87% .51% .52% .52% .52%
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income 2.15% 1.78% 2.02% 2.32% 2.91%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental Data: 1999 1998 1997 1996 1995
Net assets, end of year (000) $36,192 $714,274 $512,438 $303,982 $193,575
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 188.35% 76.62% 43.09% 48.93% 70.30%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(a) Calculated using average shares outstanding during the period.

(b) Total return assumes the reinvestment of all distributions.

8 Financial Information

<PAGE>

Line Graph Comparison
Immediately below is a comparison of a $10,000 investment in Class VC
shares to the same investment in the S&P 500(R) Index and the S&P Barra
Value Index, assuming reinvestment of all dividends and distributions. The
Fund's shares are sold only to insurance company separate accounts that
fund certain variable annuity and variable life contracts. This line graph
comparison does not reflect the sales charges or other expenses of these
contracts. If those sales charges and expenses were reflected, returns
would be less.

- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
S & P S & P
NAV 500 BARRA
12/11/89 10,000
12/31/89 10,070 10,000 10,000
12/31/90 10,290 9,689 9,314
12/31/91 13,069 12,634 11,416
12/31/92 15,109 13,596 12,619
12/31/93 17,347 14,964 14,966
12/31/94 17,826 15,160 14,871
12/31/95 23,141 20,849 20,374
12/31/96 27,654 25,634 24,854
12/31/97 34,361 34,183 32,308
12/31/98 38,873 43,959 37,051
12/31/99 45,387 53,204 41,763

================================================================================
Average Annual Total Return
For The Periods Ending December 31, 1999

1 Year 5 Year 10 Years (or Life)
- --------------------------------------------------------------------------------
Class VC(2) 16.70% 20.56% 16.25%
- --------------------------------------------------------------------------------

(1) Performance for the unmanaged S&P500(R) Index and S&P Barra Value Index
does reflect any fees or expenses. The performance of the indices is not
necessarily representative of the Fund's performance. Performance for each
index begins on 12/31/89.

(2) The Class VC shares were first offered on 12/11/89.

Financial Information 9

<PAGE>

This prospectus is intended for use in connection with a Variable Contract
Plan. More information on this Fund is available free upon request,
including:

ANNUAL/SEMI-ANNUAL REPORT

Describes the Fund, lists portfolio holdings and contains a letter from the
Fund's manager discussing recent market conditions and investment
strategies.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

Provides more details about the Fund and its policies. A current SAI is on
file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference (is legally considered part of this prospectus).

Both the SAI and the prospectus may be obtained, without charge, by writing
to the Fund or by calling: 800-342-6307 with respect to Variable Contracts
of Great American Reserve Insurance Company; 800-752-7215 with respect to
the Variable Contracts of Sun Life of Canada (U.S.); 800-272-1642 with
respect to the Variable Contracts of Midland National Life Insurance
Company; and 800-499-0713 with respect to First Variable Life Insurance
Company.

Lord Abbett Series Fund, Inc.
Growth and Income Portfolio
90 Hudson Street
Jersey City, NJ 07302-3973
--------------------------
SEC file number: 811-5876

To obtain information:

By telephone. Call the Fund at:
800-426-1130

By mail. Write to the Fund at:
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, NJ 07302-3973

Via the Internet.
Lord, Abbett & Co.
www.lordabbett.com

Text only versions of Fund documents can be viewed online or downloaded from:
SEC
www.sec.gov

LASF-1-500
(5/00)

<PAGE>

Lord Abbett
Series Fund

International Portfolio
Prospectus
May 1, 2000

[logo]

<PAGE>

Table of Contents

The Fund Page

What you should know Goal 2
about the Fund Principal Strategy 2
Main Risks 2
Performance 3

Your Investment

Information for managing Purchases and Redemptions 4
your Fund account Distributions and Taxes 4
Services Agreement 4
Management 5

For More Information

How to learn more Other Investment Techniques 6
about the Fund

Financial Information

Financial Highlights 8

How to learn more about the Back Cover
Fund and other Lord Abbett Funds

<PAGE>

The Fund

GOAL

The Fund's investment objective is long-term capital appreciation.

PRINCIPAL STRATEGY

To pursue this goal, the Fund invests in stocks of companies principally
based outside the United States. Under normal conditions, at least 80% of
the Fund's assets will be invested in stocks of companies headquartered in
at least three different countries outside the United States.

The Fund intends to invest primarily in stocks of small companies, those
with market capitalizations of less than $2 billion, although the Fund may
also invest in stocks of larger companies.

We look for:

o developing global trends on an industry-by-industry basis

o companies whose stocks are strongest or the best positioned in those
industries

o companies selling at attractive prices

o companies we see as having the best potential for sales and profit
growth.

We may limit the number of holdings in this Fund to a greater degree than
other similar funds in an effort to prevent the dilution of the performance
of securities held in the portfolio. However, this Fund is a diversified
fund.

The Fund may temporarily reduce its stock holdings for defensive purposes
in response to adverse market conditions and invest in domestic, Eurodollar
and foreign short-term money market instruments. This could potentially
reduce the Fund's ability to benefit from an upswing in the market and
prevent the Fund from achieving its investment objective.

MAIN RISKS

The Fund is subject to the general risks and considerations associated with
investing, such as market risk. This means the value of your investment in
the Fund will fluctuate in response to movements in the securities markets
in general and to the changing prospects of individual companies in which
the Fund invests. In addition, the Fund is subject to the risks of
investing in foreign securities and in the securities of small companies.

Investing in small companies generally involves greater risks than
investing in the stocks of large companies. Small companies may have less
experienced management, limited product lines, unproven track records, and
limited financial resources. Their securities may carry increased market,
liquidity, and other risks.

Foreign securities may present risks not typically associated with domestic
securities. Foreign markets and the securities traded in them are not
subject to the same degree of regulation as U.S. markets which may increase
the degree of market risk associated with them. Foreign securities may also
be subject to liquidity, currency and political risk. Foreign investments
may be affected by changes in currency rates or currency controls. With
respect to certain foreign countries, there is a possibility of
nationalization, expropriation or confiscatory taxation, imposition of
withholding or other taxes, and political or social instability which could
affect investments in those countries.

We or the Fund refers to the Inter-national Portfolio, one of four separate
portfolios of the Lord Abbett Series Fund, Inc. (the "Company").

Large companies are established companies that are considered "known
quantities." Large companies often have the resources to weather economic
shifts, though they can be slower to innovate than small companies.

Small companies are often new and less established, with a ten- dency to be
faster-growing but more volatile and less liquid than large company stocks.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies used by the Fund and
their risks.

2 The Fund

<PAGE>

International Portfolio

Investing in both small and international companies generally involves some
degree of information risk. That means that key information about an
issuer, security or market may be inaccurate or unavailable. An investment
in the Fund is not a bank deposit and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. The
Fund is not a complete investment program and may not be appropriate for
all investors. You could lose money by investing in the Fund.

PERFORMANCE
This prospectus does not show performance information for the Fund because
the Fund has not been in operation for a full calender year.

The Fund 3

<PAGE>

Your Investment

PURCHASES AND REDEMPTIONS

This Prospectus offers one class of shares named International Portfolio
that is also referred to in this prospectus as Class VC. Currently, these
shares are sold only to separate accounts of insurance companies at net
asset value ("NAV"). These insurance companies sell Variable Contracts that
generate premiums, some of which will be invested in the Fund. Redemptions
will be effected by the separate accounts to meet obligations under the
Variable Contracts. Contract owners do not deal directly with the Fund with
respect to the purchase or redemption of Fund shares. In selecting
broker/dealers to execute transactions for the Fund's portfolio, if two or
more broker/dealers are considered capable of best execution, the Fund may
prefer the broker/dealer which has sold Fund shares through the sale of
such Variable Contracts.

DISTRIBUTIONS AND TAXES

SERVICES AGREEMENT

4 Your Investment

<PAGE>

MANAGEMENT

Lord Abbett is entitled to a management fee at an annual rate of 1% of the
Fund's average daily net assets. The fee is calculated and payable monthly.
For the fiscal year ended December 31, 1999, Lord Abbett waived its entire
management fee and subsidized the other expenses of the Fund. Lord Abbett
may stop waiving the management fees and subsidizing the other expenses at
anytime. In addition, the Fund pays all expenses not expressly assumed by
Lord Abbett.

Lord Abbett has entered into a sub-investment management agreement with
Fuji-Lord Abbett International, Ltd. ("sub-adviser") of which Lord Abbett
is a minority owner (formerly named Fuji Investment Management Co. (Europe)
Ltd.). Lord Abbett is obligated to pay the sub-adviser a monthly fee equal
to one-half of Lord Abbett's fee.

Lord Abbett uses a team of investment managers and analysts acting together
to manage the Fund's investments. Christopher J. Taylor is Managing
Director of the sub-adviser of the Fund. Mr. Taylor has been employed by
the sub-adviser and its predecessor companies since 1987.

Your Investment 5

<PAGE>

For More Information

OTHER INVESTMENT TECHNIQUES

This section describes some of the investment techniques that might be used
by the Fund and their risks.

Adjusting Investment Exposure. The Fund may, but is not required to, use
various strategies to change its investment exposure to adjust to changing
security prices, interest rates, currency exchange rates, commodity prices
and other factors. The Fund may use these transactions to change the risk
and return characteristics of the Fund's portfolio.
If we judge market conditions incorrectly or use a strategy that does not
correlate well with the Fund's investments, it could result in a loss, even
if we intended to lessen risk or enhance returns. These strategies may
involve a small investment of cash compared to the magnitude of the risk
assumed and could produce disproportionate gains or losses. Also, these
strategies could result in losses if the counterparty to a transaction does
not perform as promised.

Depository Receipts. The Fund may invest in Depository Receipts, which are
securities, typically issued by a financial institution (a "depository"),
that evidence ownership interests in a security or a pool of securities
issued by a foreign issuer (the "underlying issuer") and deposited with the
depository. Generally, Depository Receipts in registered form are designed
for use in U.S. securities markets and Depository Receipts in bearer form
are designed for use in securities markets outside the United States. The
Fund may invest in sponsored and unsponsored Depository Receipts. For
purposes of the Fund's investment policies, investments in Depository
Receipts will be deemed to be investments in the underlying securities.

Emerging Countries Risk. The Fund may invest in emerging country
securities. The securities markets of emerging countries are less liquid,
are especially subject to greater price volatility, have smaller market
capitalizations, have less government regulation and are not subject to as
extensive and frequent accounting, financial and other reporting
requirements as the securities markets of more developed countries.
Further, investing in the securities of issuers located in certain emerging
countries may involve a risk of loss resulting from problems in security
registration and custody or substantial economic or political disruptions.
These risks are not normally associated with investments in more developed
countries.

Foreign Securities. The Fund may invest up to 10% of its assets in foreign
securities. Foreign securities are securities primarily traded in countries
outside of the United States. Foreign markets and the securities traded in
them are not subject to the same degree of regulation as U.S. markets.
Securities clearance and settlement procedures may be different in foreign
countries. There may be less trading volume in foreign markets, subjecting
the securities traded in them to higher price fluctuations. Transaction
costs may be higher in foreign markets. The Fund may hold foreign
securities which trade on days when the Fund does not sell shares. As a
result, the value of the Fund's portfolio securities may change on days an
investor may not purchase or sell Fund shares.

6 For More Information

<PAGE>

tries, there is a possibility of nationalization, expropriation or
confiscatory taxation, imposition of withholding or other taxes, and
political or social instability which could affect investments in those
countries.

For More Information 7

<PAGE>

Financial Information

FINANCIAL HIGHLIGHTS

This table describes the Fund's performance for the fiscal period
indicated. "Total return" shows how much your investment in the Fund would
have increased (or decreased) during the period, assuming you had
reinvested all dividends and distributions. These Financial Highlights have
been audited by Deloitte & Touche LLP, the Fund's independent auditors, in
conjunction with their annual audit of the Fund's financial statements.
Financial statements for the period ended December 31, 1999 and the
Independent Auditors' Report thereon appear in the Annual Report to
Shareholders for the period ended December 31, 1999, and are incorporated
by reference into the Statement of Additional Information, which is
available upon request. Certain information reflects financial results for
a single Fund share. The total return information for the portfolio shown
in the table below does not reflect expenses of a separate account or any
variable contracts. If such charges were included, the total return figures
would be lower for the period shown.

===============================================================================
International Portfolio - Class VC
- --------------------------------------------------------------------------------
Period Ended December 31,(a)
Per Share Operating Performance: 1999
Net asset value, beginning of period $10.00
- --------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------
Net investment Income .03
- --------------------------------------------------------------------------------
Net realized and unrealized
- --------------------------------------------------------------------------------
gain on investments 2.88
- --------------------------------------------------------------------------------
Total from investment operations 2.91
- --------------------------------------------------------------------------------
Dividends and Distributions
- --------------------------------------------------------------------------------
Dividends from net investment income (.03)
- --------------------------------------------------------------------------------
Distributions from net realized gain (1.02)
- --------------------------------------------------------------------------------
Total dividends and distributions (1.05)
- --------------------------------------------------------------------------------
Net asset value, end of period $11.86
- --------------------------------------------------------------------------------
Total Return(b) 29.39%
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- --------------------------------------------------------------------------------
Expenses, including waiver and reimbursements .00%
- --------------------------------------------------------------------------------
Expenses, excluding waiver and reimbursements 1.53%
- --------------------------------------------------------------------------------
Net investment income .27%
- --------------------------------------------------------------------------------

===============================================================================
Period Ended December 31,(a)
- -------------------------------------------------------------------------------
Supplemental Data: 1999
Net assets, end of period (000) $663
- --------------------------------------------------------------------------------
Portfolio turnover rate(c) 38.29%
- --------------------------------------------------------------------------------

(a) From commencement of operations for Class VC: 9/15/99.
(b) Total return assumes the reinvestment of all distributions.
(c) Not annualized.

8 Financial Information

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

This prospectus is intended for use in connection with a Variable Contract
Plan. More information on this Fund is available free upon request,
including:

ANNUAL/SEMI-ANNUAL REPORT
Describes the Fund, lists portfolio holdings and contains a letter from the
Fund's manager discussing recent market conditions and investment
strategies.

Lord Abbett Series Fund, Inc.
International Portfolio

90 Hudson Street
Jersey City, NJ 07302-3973
--------------------------
SEC file number: 811-5876

To obtain information:

By telephone. Call the Fund at:
800-426-1130

By mail. Write to the Fund at:
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, NJ 07302-3973

Via the Internet. Lord, Abbett & Co. www.lordabbett.com Text only versions of
Fund documents can be viewed online or downloaded from:
SEC
www.sec.gov

LASF-INT-1-500
(5/00)

<PAGE>

Lord Abbett
Series Fund
Mid-Cap Portfolio

Prospectus
May 1, 2000

[logo]

<PAGE>

Table of Contents

The Fund

What you should know Goal 2
about the Fund Principal Strategy 2
Main Risks 2
Performance 2

Your Investment

Information for managing Purchases and Redemptions 3
your Fund account Distributions and Taxes 3
Services Agreement 3
Management 4

For More Information

How to learn more Other Investment Techniques 5
about the Fund

Financial Information

Financial Highlights 6

How to learn more about the Back Cover
Fund and other Lord Abbett Funds

<PAGE>

The Fund

GOAL

The Fund seeks capital appreciation through investments, primarily in
equity securities, which are believed to be undervalued in the marketplace.

PRINCIPAL STRATEGY

Normally, at least 65% of the Fund's total assets will consist of
investments in mid-sized companies, with market capitalizations of roughly
$500 million to $10 billion. Generally, the Fund, using a value approach,
tries to identify stocks of companies that have the potential for
significant market appreciation, due to growing recognition of improvement
in their financial results, or increasing anticipation of such improvement.
In trying to identify those companies, we look for such factors as:

o changes in economic and financial environment

o new or improved products or services

o new or rapidly expanding markets

o changes in management or structure of the company

o price increases for the company's products or services

o improved efficiencies resulting from new technologies or changes in
distribution

o changes in government regulations, political climate or competitive
conditions

While typically fully invested, we may take a temporary defensive position
in cash and short-term debt securities. This could reduce the benefit from
any upswing in the market and prevent the Fund from realizing its
investment objective.

MAIN RISKS

The Fund is subject to the general risks and considerations associated with
equity investing, as well as the particular risks associated with value
stocks. The value of your investment will fluctuate in response to
movements in the stock market in general and to the changing prospects of
individual companies in which the Fund invests. Our portfolio may perform
differently than the market as a whole and other types of stocks, such as
growth stocks. This is because different types of stocks tend to shift in
and out of favor depending on market and economic conditions. The market
may fail to recognize the intrinsic value of particular stocks for a long
time. In addition, if the Fund's assessment of a company's value or
prospects for exceeding earnings expectations or market conditions is
wrong, the Fund could suffer losses or produce poor performance relative to
other funds, even in a rising market.

PERFORMANCE

This prospectus does not show performance information for the Fund because
the Fund has not been in operation for a full calendar year.

We or the Fund refers to the Mid-Cap Value Portfolio, one of four separate
portfolios of the Lord Abbett Series Fund, Inc. (the "Company").

Value stocks, are stocks of companies which we believe the market undervalues
according to certain financial measurements of their intrinsic worth or business
prospects.

Growth stocks exhibit faster-than-average gains in earnings and are expected to
continue profit growth at a high level, but also tend to be more volatile than
value stocks.

You should read this entire prospectus, including "Other Investment Techniques,"
which concisely describes the other investment strategies used by the Fund and
their risks.

2 The Fund

<PAGE>

Your Investment

PURCHASES AND REDEMPTIONS

This prospectus offers one class of shares named Mid-Cap Value Portfolio
that is also referred to in this prospectus as Class VC. Currently, these
shares are sold only to separate accounts of insurance companies at net
asset value ("NAV"). These insurance companies sell Variable Contracts that
generate premiums, some of which will be invested in the Fund. Redemptions
will be effected by the separate accounts to meet obligations under the
Variable Contracts. Contract owners do not deal directly with the Fund with
respect to the purchase or redemption of Fund shares. In selecting
broker/dealers to execute transactions for the Fund's portfolio, if two or
more broker/dealers are considered capable of best execution, the Fund may
prefer the broker/dealer which has sold Fund shares through the sale of
such Variable Contracts.

DISTRIBUTIONS AND TAXES

SERVICES AGREEMENT

Insurance companies will be compensated up to .25 of 1% to service and maintain
shareholder accounts. The services provided may include: providing information
periodically to Variable Contract owners; showing the number of shares of the
Fund held through the Variable Contract; responding to Variable Contract owners'
inquiries relating to the services performed by the insurance company;
forwarding shareholder communications from the Fund, including proxies,
shareholder reports, annual and semi-annual financial statements, as well as
dividend, distribution and tax notices to Variable Contract owners, if required
by law; and such other similar services as the Fund may reasonably request from
time to time, to the extent the insurance company is permitted to do so under
federal and state statutes, rules and regulations.

Your Investment 3

<PAGE>

MANAGEMENT

Lord Abbett is entitled to a management fee at an annual rate of .75 of 1%
of the Fund's average daily net assets. The fee is calculated and payable
monthly. For the fiscal year ended December 31, 1999, Lord Abbett waived
its entire management fee and subsidized the other expenses of the Fund.
Lord Abbett may stop waiving the management fees and subsidizing the other
expenses at anytime. In addition, the Fund pays all expenses not expressly
assumed by Lord Abbett.

Lord Abbett uses a team of investment managers and analysts acting together
to manage the Fund's investments. Edward K. von der Linde, Investment
Manager, heads the team, the other senior members of which are Eileen
Banko, Howard Hansen, and David Builder. Both Mr. von der Linde and Ms.
Banko have been with Lord Abbett for more than five years. Mr. Hansen
joined Lord Abbett in 1995; prior to that he was an analyst at Alfred Berg
Inc. from 1990 - 1995. Mr. Builder joined Lord Abbett in 1998; prior to
that he was an analyst at Bear Stearns from 1996 - 1998 and at Weiss Peck &
Greer from 1994 - 1995.

4 Your Investment

<PAGE>

For More Information

OTHER INVESTMENT TECHNIQUES

This section describes some of the investment techniques that might be used
by the Fund and their risks.

If we judge market conditions incorrectly or use a strategy that does not
correlate well with the Fund's investments, it could result in a loss, even
if we intended to lessen risk or enhance returns. These strategies may
involve a small investment of cash compared to the magnitude of the risk
assumed and could produce disproportionate gains or losses. Also, these
strategies could result in losses if the counterparty to a transaction does
not perform as promised.

For More Information 5

<PAGE>

Financial Information

FINANCIAL HIGHLIGHTS

================================================================================
Mid-Cap Value Portfolio - Class VC
- --------------------------------------------------------------------------------
Period Ended December 31,(a)
Per Share Operating Performance: 1999
Net asset value, beginning of period $10.00
- --------------------------------------------------------------------------------
Income from investment operations
- --------------------------------------------------------------------------------
Net investment Income .05
- --------------------------------------------------------------------------------
Net realized and unrealized
- --------------------------------------------------------------------------------
loss on investments (.13)
- --------------------------------------------------------------------------------
Total from investment operations (.08)
- --------------------------------------------------------------------------------
Dividend and Distributions
- --------------------------------------------------------------------------------
Dividends from net investment income (.05)
- --------------------------------------------------------------------------------
Distributions from net realized gain --
- --------------------------------------------------------------------------------
Total dividends and distributions (.05)
- --------------------------------------------------------------------------------
Net asset value, end of period $9.87
- --------------------------------------------------------------------------------
Total Return(b) (1.33)%
- --------------------------------------------------------------------------------
Ratios to Average Net Assets:(c)
- --------------------------------------------------------------------------------
Expenses, including waiver and reimbursements .00%
- --------------------------------------------------------------------------------
Expenses, excluding waiver and reimbursements 1.09%
- --------------------------------------------------------------------------------
Net investment income .51%
- --------------------------------------------------------------------------------

================================================================================
Period Ended December 31,(a)
Supplemental Data: 1999

Net assets, end of period (000) $532
- --------------------------------------------------------------------------------
Portfolio turnover rate(c) 22.92%
- --------------------------------------------------------------------------------

(a) From commencement of operations for Class VC: 9/15/99.
(b) Total return assumes the reinvestment of all distributions.
(c) Not annualized.

6 Financial Information

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK

<PAGE>

This prospectus is intended for use in connection with a Variable Contract
Plan. More information on this Fund is available free upon request,
including:

ANNUAL/SEMI-ANNUAL REPORT

Describes the Fund, lists portfolio holdings and contains a letter from the
Fund's manager discussing recent market conditions and investment
strategies.

STATEMENT OF ADDITIONAL INFORMATION ("SAI")

Both the SAI and the prospectus may be obtained, without charge, by writing
to the Fund or by calling 800-272-1642 with respect to the Variable
Contracts of Midland National Life Insurance Company.

Lord Abbett Series Fund, Inc.
Mid-Cap Value Portfolio

90 Hudson Street
Jersey City, NJ 07302-3973
--------------------------
SEC file number: 811-5876

To obtain information:

By telephone. Call the Fund at:
800-426-1130

By mail. Write to the Fund at:
The Lord Abbett Family of Funds
90 Hudson Street
Jersey City, NJ 07302-3973

Via the Internet.
Lord, Abbett & Co.
www.lordabbett.com

Text only versions of Fund documents can be viewed online or downloaded from:
SEC
www.sec.gov

LASF-MCV-1-500

(5/00)

<PAGE>

LORD ABBETT SERIES FUND, INC.
Bond-Debenture Portfolio
Growth and Income Portfolio
International Portfolio
Mid-Cap Value Portfolio
- --------------------------------------------------------------------------------

This Statement of Additional Information is not a Prospectus. A Prospectus may
be obtained from Lord Abbett Distributor LLC ("Lord Abbett Distributor") at 90
Hudson Street, Jersey City, New Jersey 07302-3973. This Statement of Additional
Information relates to, and should be read in conjunction with, the Prospectuses
dated May 1, 2000.

Shareholder inquiries should be made by directly writing to the Lord Abbett
Series Fund or by calling 800-874-3733. The Annual Report to Shareholders is
available without charge, upon request by calling that number.

Shareholders of the Growth and Income Portfolio can also make inquiries by
calling: 800-342-6307 with respect to Variable Contracts of Great American
Reserve Insurance Company; 800-752-7215 with respect to the Variable Contracts
of Sun Life of Canada (U.S.); 800-272-1642 with respect to the Variable
Contracts of Midland National Life Insurance Company; and 800-4490713 with
respect to the Variable Contracts of First Variable Life Insurance Company.

Shareholders of the Mid-Cap Value Portfolio and the International Portfolio can
also make inquiries by calling 800-272-1642 with respect to the Variable
Contracts of Midland National Life Insurance Company.

TABLE OF CONTENTS Page

1. Investment Objectives and Policies 2
2. Directors and Officers 8
3. Investment Advisory and Other Services 12
4. Portfolio Transactions 13
5. Purchases, Redemptions and Shareholder Services 15
6. Past Performance 16
7. Taxes 17
8. Information About the Company 18
9. Financial Statements 18

1
<PAGE>

Lord Abbett Series Fund, Inc. (the "Company") is a diversified open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"). The Company was incorporated under Maryland law in
1989. The Company has four funds, Bond-Debenture Portfolio, Growth and Income
Portfolio, International Portfolio, and Mid-Cap Value Portfolio (individually,
"we" or the "Fund") (collectively the "Funds"). Bond-Debenture Portfolio,
International Portfolio, and Mid-Cap Value Portfolio are separate classes of the
Company. Growth and Income Portfolio is a separate series of the Company with
two classes of shares -- Variable Contract Class ("Class VC") and Pension Class.
The Fund's Prospectuses and this Statement of Additional Information offer only
Growth and Income Class VC, Bond-Debenture Portfolio, International Portfolio,
and Mid-Cap Value Portfolio shares. The Funds' Prospectuses and this Statement
of Additional Information also refers to the shares of Bond-Debenture Portfolio,
International Portfolio, and Mid-Cap Value Portfolio as "Class VC shares."

1.
Investment Objectives and Policies

Fundamental Investment Restrictions.

Growth and Income Portfolio. The Growth and Income Portfolio is subject to the
following fundamental investment restrictions which cannot be changed without
approval of a majority of the Fund's respective shareholders.

The Fund may not:

(1) sell short securities or buy securities or evidences of interests
therein on margin, although it may obtain short-term credit necessary
for the clearance of purchases of securities;

(2) buy or sell put or call options, although it may buy, hold or sell
rights or warrants, write covered call options and enter into closing
purchase transactions as discussed below;

(3) borrow money which is in excess of one-third of the value of its
total assets taken at market value (including the amount borrowed)
and then only from banks as a temporary measure for extraordinary or
emergency purposes (borrowings beyond 5% of such total assets may not
be used for investment leverage to purchase securities but solely to
meet redemption requests where the liquidation of the Fund's
investment is deemed to be inconvenient or disadvantageous);

(4) invest in securities or other assets not readily marketable at the
time of purchase or subject to legal or contractual restrictions on
resale except as described under "Restricted or Not Readily
Marketable Securities for the Growth and Income Portfolio" below;

(5) act as underwriter of securities issued by others, unless it is
deemed to be one in selling a portfolio security requiring
registration under the Securities Act of 1933, such as those
described under "Restricted or Not Readily Marketable Securities for
the Growth and Income Portfolio" below;

(6) lend money or securities to any person except that it may enter into
short-term repurchase agreements with sellers of securities it has
purchased, and it may lend its portfolio securities to registered
broker-dealers where the loan is 100% secured by cash or its
equivalent as long as it complies with regulatory requirements and
the Fund deems such loans not to expose the Fund to significant risk
(investment in repurchase agreements exceeding 7 days and in other
illiquid investments is limited to a maximum of 5% of a Fund's
assets);

(7) pledge, mortgage or hypothecate its assets; however, this provision
does not apply to permitted borrowing mentioned above or to the grant
of escrow receipts or the entry into other similar escrow
arrangements arising out of the writing of covered call options;

(8) buy or sell real estate including limited partnership interests
therein (except securities of companies, such as real estate
investment trusts, that deal in real estate or interests therein), or
oil, gas or other mineral leases, commodities or commodity contracts
in the ordinary course of its business, except such interests and
other property acquired as a result of owning other securities,
though securities will not be purchased in order to acquire any of
these interests;

2
<PAGE>

(9) invest more than 5% of its gross assets, taken at market value at the
time of investment, in companies (including their predecessors) with
less than three years' continuous operation;

(10) buy securities if the purchase would then cause a Fund to have
more than (i) 5% of its gross assets, at market value at the time of
purchase, invested in securities of any one issuer, except securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, or (ii) 25% of its gross assets, at market value
at the time of purchase, invested in securities issued or guaranteed
by a foreign government, its agencies or instrumentalities;

(11) buy voting securities if the purchase would then cause a Fund to
own more than 10% of the outstanding voting stock of any one issuer;

(12) own securities in a company when any of its officers, directors or
security holders is an officer or director of the Fund or an officer,
director or partner of the Investment Manager or sub-adviser, if
after the purchase any of such persons owns beneficially more than
1/2 of 1% of such securities and such persons together own more than
5% of such securities;

(13) concentrate its investments in any particular industry, but if deemed
appropriate for attainment of its investment objective, up to 25% of
its gross assets (at market value at the time of investment) may be
invested in any one industry classification used for investment
purposes;

(14) buy securities from or sell them to the Fund's officers, directors,
or employees, or to the Investment Manager or sub-adviser or to their
partners, directors and employees; or

(15) issue senior securities to the extent such issuance would violate
applicable law.

The Fund's investment objectives described in the Prospectus and the Fund's
investment restrictions described above in this Statement of Additional
Information, can both be changed only with the approval of a majority of the
outstanding shares of the affected Portfolio.

Mid-Cap Value Portfolio, International Portfolio, and Bond-Debenture Portfolio.

The Mid-Cap Value Portfolio, the International Portfolio, and the Bond-Debenture
Portfolio are subject to the following investment restrictions which cannot be
changed without approval of a majority of each Fund's outstanding shareholders.

Each Fund may not:

(1) borrow money, except that (i) it may borrow from banks (as defined
the Act) in amounts up to 33 1/3% of its total assets (including the
amount borrowed), (ii) it may borrow up to an additional 5% of its
total assets for temporary purposes, (iii) it may obtain such
short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities and (iv) the Fund may purchase
securities on margin to the extent permitted by applicable law;

(2) pledge its assets (other than to secure borrowings, or to the extent
permitted by each Fund's investment policies as permitted by
applicable law);

(3) engage in the underwriting of securities, except pursuant to a merger
or acquisition or to the extent that, in connection with the
disposition of its portfolio securities, it may be deemed to be an
underwriter under federal securities laws;

(4) make loans to other persons, except that the acquisition of bonds,
debentures or other corporate debt securities and investment in
government obligations, commercial paper, pass-through instruments,
certificates of deposit, bankers acceptances, repurchase agreements
or any similar instruments shall not

3
<PAGE>

be subject to this limitation, and except further that each Fund may
lend its portfolio securities, provided that the lending of portfolio
securities may be made only in accordance with applicable law;

(5) buy or sell real estate (except that each Fund may invest in
securities directly or indirectly secured by real estate or interests
therein or issued by companies which invest in real estate or
interests therein) or commodities or commodity contracts (except to
the extent each Fund may do so in accordance with applicable law and
without registering as a commodity pool operator under the Commodity
Exchange Act as, for example, with futures contracts);

(6) with respect to 75% of its gross assets, buy securities of one issuer
representing more than (i) 5% of its gross assets, except securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities or (ii) 10% of the voting securities of such
issuer;

(7) invest more than 25% of its assets, taken at market value, in the
securities of issuers in any particular industry (excluding
securities of the U.S. Government, its agencies and
instrumentalities); or

(8) issue senior securities to the extent such issuance would violate
applicable law.

Compliance with the investment restrictions in this Section will be determined
at the time of purchase or sale of the portfolio investment.

Non-Fundamental Investment Restrictions.

Growth and Income Portfolio, Mid-Cap Value Portfolio, International Portfolio,
and Bond-Debenture Portfolio

In addition to the investment restrictions above which cannot be changed without
shareholder approval, we also are subject to the following non-fundamental
investment policies which may be changed by the Board of Directors without
shareholder approval. If and to the extent that any Non-Fundamental Investment
Restriction conflicts or appears to conflict with a Fundamental Investment
Restriction, the Fundamental Investment Restriction shall govern.

Each Fund may not:

(1) borrow in excess of 33 1/3% of its total assets (including the amount
borrowed), and then only as a temporary measure for extraordinary or
emergency purposes;

(2) make short sales of securities or maintain a short position except to
the extent permitted by applicable law;

(3) invest knowingly more than 15% of its net assets (at the time of
investment) in illiquid securities, except for the Growth and Income
Portfolio which shall not invest more than 5%, except for securities
qualifying for resale under Rule 144A of the Securities Act of 1933,
deemed to be liquid by the Board of Directors;

(4) invest in the securities of other investment companies as defined in
the Act, except as permitted by applicable law;

(5) invest in securities of issuers which, with their predecessors, have
a record of less than three years' continuous operations, if more
than 5% of each Fund's total assets would be invested in such
securities (this restriction shall not apply to mortgage-backed
securities, asset-backed securities or obligations issued or
guaranteed by the U. S. Government, its agencies or
instrumentalities);

(6) hold securities of any issuer if more than 1/2 of 1% of the
securities of such issuer are owned beneficially by one or more
officers or directors of the Company or by one or more partners or
members of the Fund's underwriter or investment adviser if these
owners in the aggregate own beneficially more than 5% of the
securities of such issuer;

(7) invest in warrants if, at the time of the acquisition, its investment
in warrants, valued at the lower of cost or market, would exceed 5%
of each Fund's total assets (included within such limitation, but not
to exceed 2% of each Fund's total assets, are warrants which are not
listed on the New York or American Stock Exchange or a major foreign
exchange);

4
<PAGE>

(8) invest in real estate limited partnership interests or interests in
oil, gas or other mineral leases, or exploration or other development
programs, except that each Fund may invest in securities issued by
companies that engage in oil, gas or other mineral exploration or
other development activities;

(9) write, purchase or sell puts, calls, straddles, spreads or
combinations thereof, except to the extent permitted in its
prospectus and Statement of Additional Information, as they may be
amended from time to time; or

(10) buy from or sell to any of its officers, directors, employees, or its
investment adviser or any of its officers, directors, partners or
employees, any securities other than shares of the Fund's common
stock.

Portfolio Turnover Rate. For the fiscal year ended December 31, 1999, the
portfolio turnover rate was 188.35% for Growth and Income Portfolio; 38.29% for
International Series; and 22.92% for Mid-Cap Value Portfolio. The Bond-Debenture
Portfolio has not commenced operations. For the first year of operation it
expects the portfolio turnover rate to be between 100% and 200%.

INVESTMENT TECHNIQUES

Each Fund intends to use, from time to time, one or more of the investment
techniques described below, including lending portfolio securities, repurchase
agreements, warrants and covered call options, subject to the investment
restrictions set forth above. While some of these techniques involve risk when
used independently, the Funds intend to use them to reduce risk and volatility
in their portfolio.

Restricted or Not Readily Marketable Securities for the Growth & Income
Portfolio. Although the Fund has no current intention of investing in such
securities in the foreseeable future, no more than 5% of the value of the Fund
may be invested in securities with legal or contractual restrictions on resale
("restricted securities") (including securities qualifying for resale under SEC
Rule 144A that are determined by the Board, or by Lord Abbett pursuant to the
Board's delegation, to be liquid securities, restricted securities, repurchase
agreements with maturities of more than seven days and over-the-counter
options), other than repurchase agreements and those restricted securities which
have a liquid market among certain institutions, including the Fund, and in
securities which are not readily marketable.

Closed-end Investment Companies. Each Fund may invest in shares of
closed-end investment companies if it pays a fee or commission no greater than
the customary broker's commission. Shares of investment companies sometimes
trade at a discount or premium to their net asset value. Also, there may be
duplication of fees if a Fund and the closed-end investment company both charge
a management fee. No more than 5% of each Fund's gross assets may be invested in
closed-end investment companies.

Covered Call Options. Each Fund may write covered call options which are traded
on a national securities exchange with respect to securities in its portfolio in
an attempt to increase its income and to provide greater flexibility in the
disposition of its portfolio securities. A "call option" is a contract sold for
a price (the "premium") giving its holder the right to buy a specific number of
shares of stock at a specific price prior to a specified date. A "covered call
option" is a call option issued on securities already owned by the writer of the
call option for delivery to the holder upon the exercise of the option. During
the period of the option, each Fund forgoes the opportunity to profit from any
increase in the market price of the underlying security above the exercise price
of the option (to the extent that the increase exceeds its net premium). Each
Fund may enter into "closing purchase transactions" in order to terminate its
obligation to deliver the underlying security (this may result in a short-term
gain or loss). A closing purchase transaction is the purchase of a call option
(at a cost which may be more or less than the premium received for writing the
original call option) on the same security, with the same exercise price and
call period as the option previously written. If a Fund is unable to enter into
a closing purchase transaction, it may be required to hold a security that it
might otherwise have sold to protect against depreciation. Each Fund does not
intend to write covered call options with respect to securities with an
aggregate market value of more than 5% of its gross assets at the time an option
is written. This percentage limitation will not be increased without prior
disclosure in the current Prospectus.

Each Fund's custodian will segregate cash or liquid high-grade debt securities
in an amount not less than that required by the Securities and Exchange
Commission ("SEC") Release 10666 with respect to Fund assets committed to
written covered call options. If the value of the segregated securities
declines, additional cash or debt securities will be added on a daily basis
(i.e., marked-to-market) so that the segregated amount will not be less than the
amount of each Fund's commitments with respect to such written options.

Lending Portfolio Securities. Each Fund may lend portfolio securities to
registered broker-dealers. These loans, if and when made, may not exceed 30% of
each Fund's total assets. Each Fund's loan of securities will be collateralized
by cash or marketable securities issued or guaranteed by the U.S. Government or
its agencies ("U.S. Government securities") or other permissible means at least
equal to the market value of the loaned securities. From time to time,

5
<PAGE>

each Fund may pay a part of the interest received with respect to the investment
of collateral to a borrower and/or a third party that is not affiliated with the
Fund and is acting as a "placing broker." No fee will be paid to affiliated
persons.

By lending portfolio securities, each Fund can increase its income by continuing
to receive interest on the loaned securities as well as by either investing the
cash collateral in permissible investments, such as U.S. Government securities
or obtaining yield in the form of interest paid by the borrower when U.S.
Government securities or other forms of non-cash collateral are received. Each
Fund will comply with the following conditions whenever it loans securities: (i)
it must receive at least 100% collateral from the borrower; (ii) the borrower
must increase the collateral whenever the market value of the securities loaned
rises above the level of the collateral; (iii) it must be able to terminate the
loan at any time; (iv) it must receive reasonable compensation for the loan, as
well as any dividends, interest or other distributions on the loaned securities;
(v) it may pay only reasonable fees in connection with the loan and (vi) voting
rights on the loaned securities may pass to the borrower except that, if a
material event adversely affecting the investment in the loaned securities
occurs, the Trustees must terminate the loan and regain the right to vote the
securities.

Repurchase Agreements. Each Fund may enter into repurchase agreements with
respect to a security. A repurchase agreement is a transaction by which a Fund
acquires a security and simultaneously commits to resell that security to the
seller (a bank or securities dealer) at an agreed upon price on an agreed upon
date. The resale price reflects the purchase price plus an agreed upon market
rate of interest which is unrelated to the coupon rate or date of maturity of
the purchased security. In this type of transaction, the securities purchased by
each Fund have a total value in excess of the value of the repurchase agreement.
Each Fund requires at all times that the repurchase agreement be collateralized
by cash or U.S. Government securities having a value equal to, or in excess of,
the value of the repurchase agreement. Such agreements permit each Fund to keep
all of its assets at work while retaining flexibility in pursuit of investments
of a longer term nature.

The use of repurchase agreements involves certain risks. For example, if the
seller of the agreement defaults on its obligation to repurchase the underlying
securities at a time when the value of these securities has declined, the Fund
may incur a loss upon disposition of them. If the seller of the agreement
becomes insolvent and subject to liquidation or reorganization under the
Bankruptcy Code or other laws, a bankruptcy court may determine that the
underlying securities are collateral not within the control of the Fund and are
therefore subject to sale by the trustee in bankruptcy. Even though the
repurchase agreements may have maturities of seven days or less, they may lack
liquidity, especially if the issuer encounters financial difficulties. While the
investment adviser acknowledges these risks, it is expected that they can be
controlled through stringent selection criteria and careful monitoring
procedures. The investment adviser intends to limit repurchase agreements to
transactions with dealers and financial institutions believed by Fund management
to present minimal credit risks. Fund management will monitor creditworthiness
of the repurchase agreement sellers on an ongoing basis.

Rights And Warrants. Each Fund may invest in rights and warrants to purchase
securities, including warrants which are not listed on the NYSE or American
Stock Exchange in an amount not to exceed 5% of the value of the Fund's gross
assets. Each Fund will not invest more than 5% of its assets in warrants and not
more than 2% of such value in warrants not listed on the New York or American
Stock Exchanges, except when they form a unit with other securities. As a matter
of operating policy, the Fund will not invest more than 5% of its net assets in
rights.

Rights represent a privilege offered to holders of record of issued securities
to subscribe (usually on a pro rata basis) for additional securities of the same
class, of a different class or of a different issuer, as the case may be.
Warrants represent the privilege to purchase securities at a stipulated price
and are usually valid for several years. Rights and warrants generally do not
entitle a holder to dividends or voting rights with respect to the underlying
securities nor do they represent any rights in the assets of the issuing
company.

Also, the value of a right or warrant may not necessarily change with the value
of the underlying securities and rights and warrants cease to have value if they
are not exercised prior to their expiration date.

When-Issued Transactions. Each Fund may purchase portfolio securities on a
when-issued basis. When-issued transactions involve a commitment by the Fund to
purchase securities, with payment and delivery ("settlement") to take place in
the future, in order to secure what is considered to be an advantageous price or
yield at the time of entering into the transaction. When a Fund enters into a
when-issued purchase, it becomes obligated to purchase securities and it assumes
all the rights and risks attendant to ownership of a security, although
settlement occurs at a

6
<PAGE>

later date. The value of fixed-income securities to be delivered in the future
will fluctuate as interest rates vary. At the time a Fund makes the commitment
to purchase a security on a when-issued basis, it will record the transaction
and reflect the liability for the purchase and the value of the security in
determining its net asset value. A Fund generally has the ability to close out a
purchase obligation on or before the settlement date, rather than take delivery
of the security. Under no circumstances will settlement for such securities take
place more than 120 days after the purchase date.

Other International Portfolio Investment Policies (which can be changed without
shareholder approval).

Options And Financial Futures Transactions. The International Portfolio may
engage in options and financial futures transactions in accordance with its
investment objective and policies. Although the Fund is not currently employing
such options and financial futures transactions, it may engage in such
transactions in the future if it appears advantageous to us to do so, in order
to cushion the effects of fluctuating interest rates and adverse market
conditions. The use of options and financial futures, and possible benefits and
attendant risks, are discussed below, along with information concerning certain
other investment policies and techniques.

Financial Futures Contracts. The International Portfolio may enter into
contracts for the future delivery of a financial instrument, such as a security
or the cash value of a securities index. This investment technique is designed
primarily to hedge (i.e., protect) against anticipated future changes in
interest rates or market conditions which otherwise might adversely affect the
value of securities which we hold or intend to purchase. A "sale" of a futures
contract means the undertaking of a contractual obligation to deliver the
securities or the cash value of an index called for by the contract at a
specified price during a specified delivery period. A "purchase" of a futures
contract means the undertaking of a contractual obligation to acquire the
securities or cash value of an index at a specified price during a specified
delivery period. At the time of delivery pursuant to the contract, adjustments
are made to recognize differences in value arising from the delivery of
securities that differ from those specified in the contract. In some cases,
securities called for by a futures contract may not have been issued at the time
the contract was written. The International Portfolio will not enter into any
futures contracts or options on futures contracts if the aggregate of the market
value of the securities covered by its outstanding futures contracts and
securities covered by futures contracts subject to the outstanding options
written by it would exceed 50% of its total assets.

Although some financial futures contracts by their terms call for the actual
delivery or acquisition of securities, in most cases, a party will close out the
contractual commitment before delivery without having to make or take delivery
of the security by purchasing (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, if effected through a member of an exchange, cancels the
obligation to make or take delivery of the securities. All transactions in the
futures market are made, offset or fulfilled through a clearing house associated
with the exchange on which the contracts are traded. The International Portfolio
will incur brokerage fees when it purchases or sells contracts and will be
required to maintain margin deposits. At the time it enters into a futures
contract, it is required to deposit with its custodian, on behalf of the broker,
a specified amount of cash or eligible securities called "initial margin." The
initial margin required for a futures contract is set by the exchange on which
the contract is traded. Subsequent payments, called "variation margin," to and
from the broker are made on a daily basis as the market price of the futures
contract fluctuates. The costs incurred in connection with futures transactions
could reduce the Fund's return. Futures contracts entail risks. If the
investment adviser's judgment about the general direction of interest rates or
markets is wrong, the overall performance may be poorer than if no such
contracts had been entered into.

There may be an imperfect correlation between movements in prices of futures
contracts and portfolio securities being hedged. The degree of difference in
price movements between futures contracts and the securities (or securities
indices) being hedged depends upon such things as variations in demand and
liquidity for futures contracts and the securities underlying the contracts. In
addition, the market prices of futures contracts may be affected by certain
factors not directly related to the underlying securities. At any given time,
the availability of futures contracts, and hence their prices, are influenced by
credit conditions and margin requirements. Due to the possibility of price
distortions in the futures market and because of the imperfect correlation
between movements in the prices of securities and movements in the prices of
futures contracts, a correct forecast of market trends by the investment adviser
may not result in a successful hedging transaction.

7
<PAGE>

Options on Financial Futures Contracts. The International Portfolio may purchase
and write call and put options on financial futures contracts. An option on a
futures contract gives the purchaser the right, in return for the premium paid,
to assume a position in a futures contract at a specified exercise price at any
time during the period of the option. Upon exercise, the writer of the option
delivers the futures contract to the holder at the exercise price. The
International Portfolio would be required to deposit with our custodian initial
margin and maintenance margin with respect to put and call options on futures
contracts written by us. Options on futures contracts involve risks similar to
the risks relating to transactions in financial futures contracts described
above. Generally speaking, a given dollar amount used to purchase an option on a
financial futures contract can hedge a much greater value of underlying
securities than if that amount were used to directly purchase the same financial
futures contract. Should the event that the International Portfolio intends to
hedge (or protect) against not materialize, however, the option may expire
worthless, in which case it would lose the premium paid therefor.

2.
Directors and Officers

The Company's Board of Directors is responsible for the management of the
business and affairs of each Fund.

The following director is a partner of Lord, Abbett & Co. ("Lord Abbett"), 90
Hudson Street, Jersey City, New Jersey 07302-3973. He has been associated with
Lord Abbett for over five years and is also an officer, director, or trustee of
thirteen other Lord Abbett-sponsored funds.

*Robert S. Dow, age 55, Chairman and President.

Mr. Dow is an "interested person" as defined in the Act.

The following outside directors are also directors or trustees of thirteen other
Lord Abbett-sponsored funds referred to above.

E. Thayer Bigelow, Director
245 Park Avenue, Suite 2414
New York, New York

Senior Adviser, Time Warner Inc. Formerly, Acting Chief Executive Officer of
Courtroom Television Network (1997 - 1998). Formerly, President and Chief
Executive Officer of Time Warner Cable Programming, Inc. (1991 - 1997). Prior to
that, President and Chief Operating Officer of Home Box Office, Inc. Age 58.

Robert B. Calhoun, Jr., Director
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York

Managing Director of Monitor Clipper Partners (since 1997) and President of The
Clipper Group L.P., both private equity investment funds (since 1990). Age 57.

Stewart S. Dixon, Director
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois

Partner in the law firm of Wildman, Harrold, Allen & Dixon (since 1990). Age 69.

John C. Jansing, Director
162 S. Beach Road
Hobe Sound, Florida

Retired. Former Chairman of Independent Election Corporation of America, a proxy
tabulating firm. Age 74.

8
<PAGE>

C. Alan MacDonald, Director
415 Round Hill Road
Greenwich, Connecticut

Currently involved in golf development management on a consultancy basis (since
1999). Formerly, Managing Director of The Directorship Group Inc., a consultancy
in board management and corporate governance (1997-1999). Prior to that, General
Partner of The Marketing Partnership, Inc., a full service marketing consulting
firm (1994-1997). Prior to that, Chairman and Chief Executive Officer of Lincoln
Snacks, Inc., manufacturer of branded snack foods (1992-1994). His career spans
36 years at Stouffers and Nestle with 18 of the years as Chief Executive
Officer. Currently serves as Director of DenAmerica Corp., J. B. Williams
Company, Inc., Fountainhead Water Company and Exigent Diagnostics. Age 66.

Hansel B. Millican, Jr., Director
Rochester Button Company
1328 Broadway (Suite 816)
New York, New York

President and Chief Executive Officer of Rochester Button Company (since 1991).
Currently serves as Director of Polyvision. Age 71.

Thomas J. Neff, Director
Spencer Stuart
277 Park Avenue
New York, New York

Chairman of Spencer Stuart, an executive search consulting firm. Currently
serves as a Director of Ace, Ltd. (NYSE). Age 62.

The second column of the following table sets forth the compensation accrued by
the Company for outside directors/trustees. The third column sets forth
information with respect to the pension or retirement benefits accrued by all
Lord Abbett-sponsored funds for outside directors/trustees. The fourth column
sets forth the total compensation paid by all Lord Abbett-sponsored funds to the
outside directors/trustees, and amounts payable but deferred at the option of
the director/trustee, but does not include amounts accrued under the third
column. No director/trustee of the funds associated with Lord Abbett and no
officer of the funds received any compensation from the funds for acting as a
director/trustee or officer.

<TABLE>
<CAPTION>
For the Fiscal Year Ended December 31, 1999
-------------------------------------------
(1) (2) (3) (4)
Pension or For Year Ended
Retirement Benefits December 31, 1999
Accrued by the Total Compensation
Aggregate Company and Paid by the Company and
Compensation Thirteen Other Lord Thirteen Other Lord
Accrued by Abbett-sponsored Abbett-sponsored
Name of Director the Company(1) Funds(2) Funds(3)
---------------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
E. Thayer Bigelow $87 $17,622 $57,720
Robert B. Calhoun, Jr. $86 $12,276 $57,000
Stewart S. Dixon $88 $32,420 $58,500
John C. Jansing $86 $41,1084 $57,250
C. Alan MacDonald $86 $26,763 $57,500
Hansel B. Millican, Jr. $86 $37,822 $57,500
Thomas J. Neff $89 $20,313 $59,660
</TABLE>

1. Outside directors'/trustees' fees, including attendance fees for board
and committee meetings, are allocated among all Lord Abbett-sponsored
funds based on the net assets of each fund. A portion of the fees
payable by the Company to its outside directors/trustees may be
deferred at the option of a director/trustee under a plan that deems
the deferred amounts to be invested in shares of the Company for later
distribution to the directors/trustees.

9
<PAGE>

The amounts of the aggregate compensation payable by each Fund as of
December 31, 1999 deemed invested in company shares, including
dividends reinvested and changes in net asset value applicable to such
deemed investments, were: Mr. Bigelow, $8,293; Mr. Calhoun, $2,148; Mr.
Dixon, $7,334; Mr. Jansing, $8,008; Mr. MacDonald, $6,896; Mr.
Millican, $15,979; and Mr. Neff, $11,974. If the amounts deemed
invested in Fund shares were added to each director's actual holdings
of Fund shares as of December 31, 1999 each would own, the following:
Mr. Bigelow, $8,293; Mr. Calhoun, $2,148; Mr. Dixon, $7,334; Mr.
Jansing, $8,008; Mr. MacDonald, $6,896; Mr. Millican, $15,979; and Mr.
Neff, $11,974.

2. The amounts in Column 3 were accrued by the Lord Abbett-sponsored funds
for the 12 months ended October 31, 1999.

3. The fourth column shows aggregate compensation, including
directors'/trustees' fees and attendance fees for board and committee
meetings, of a nature referred to in footnote one, accrued by the Lord
Abbett-sponsored funds during the year ended December 31, 1999,
including fees directors/trustees have chosen to defer, but does not
include amounts accrued under the equity-based plans and shown in
Column 3.

4. The equity-based plans superseded a previously approved retirement plan
for all directors/trustees. Directors had the option to convert their
accrued benefits under the retirement plan. All of the then current
outside directors/trustees except one made such election. Mr. Jansing
chose to continue to receive benefits under the retirement plan which
provides that outside directors (trustees) may receive annual
retirement benefits for life equal to their final annual retainer
following retirement at or after age 72 with at least ten years of
service. Thus, if Mr. Jansing were to retire and the annual retainer
payable by the funds were the same as it is today, he would receive
annual retirement benefits of $50,000.

Except where indicated, the following executive officers of the Company have
been associated with Lord Abbett for over five years. Of the following, Messrs.
Carper, Hilstad, and Morris are partners of Lord Abbett; the others are
employees:

Executive Vice President
W. Thomas Hudson, Jr., age 58.

Christopher J. Towle, age 42.

Edward K. von der Linde, age 39.

Vice Presidents
Thomas J. Baade, age 35 (with Lord Abbett since 1998, formerly Vice
President/Bond Analyst at Smith Barney Inc.).

Eileen K. Banko, age 32.

Joan A. Binstock, age 46 (with Lord Abbett since 1999, formerly Chief Operating
Officer of Morgan Grenfell from 1996 to 1999, prior thereto Principal of Ernst &
Young LLP).

Zane E. Brown, age 48.

David G. Builder, age 46 (with Lord Abbett since 1998, formerly Associate
Director at Bear, Stearns from 1996 to 1998; prior thereto Equity Analyst at
Weiss, Peck & Greer from 1994 to 1995).

Daniel E. Carper, age 48.

Michael S. Goldstein, age 31.

Howard Hansen, age 38.

10
<PAGE>

Paul A. Hilstad, age 57 (with Lord Abbett since 1995; formerly Senior Vice
President and General Counsel of American Capital Management & Research, Inc.).

Lawrence H. Kaplan, age 43 (with Lord Abbett since 1997 - formerly Vice
President and Chief Counsel of Salomon Brothers Asset Management Inc from 1995
to 1997, prior thereto Senior Vice President, Director and General Counsel of
Kidder Peabody Asset Management, Inc.).

Robert G. Morris, age 55

A. Edward Oberhaus, age 40.

Tracie E. Richter, age 32 (with Lord Abbett since 1999, formerly Vice President
- - Head of Fund Administration of Morgan Grenfell from 1998 to 1999, Vice
President of Bankers Trust from 1996 to 1998, prior thereto Tax Associate of
Goldman Sachs);

Eli M. Salzmann, age 36 (with Lord Abbett since 1997, formerly a Portfolio
Manager, Analyst at Mutual of America from 1996 to 1997, prior thereto Vice
President at Mitchell Hutchins Asset Management).

Richard S. Szaro, age 47.

Treasurer
Donna M. McManus, age 39, (with Lord Abbett since 1996, formerly a Senior
Manager at Deloitte & Touche LLP).

The Company's By-Laws provide that the Company shall not hold an annual meeting
of its stockholders in any year unless one or more matters are required to be
acted on by stockholders under the Act, or unless called at the request of a
majority of the Board of Directors or by stockholders holding at least
one-quarter of the stock of the Company outstanding and entitled to vote at the
meeting. When any such annual meeting is held, the stockholders will elect
directors to hold the offices of any directors who have held office for more
than one year or who have been elected by the Board of Directors to fill
vacancies. Under the By-Laws and in accordance with the Act, stockholder
approval of the independent auditors of the Company will not be required except
when such meetings are held.

As of April 7, 2000 our officers and trustees, as a group, owned less than 1%
of the Growth and Income Portfolio's outstanding shares. As of April 7, 2000
the following were record holders of 5% or more of the Growth and Income
Portfolio's outstanding shares:

Conseco Variable Insurance Co. 29.02%
P.O. Box 1911
Carmel, IN 46082-1911

Sun Life of Canada (US) 59.28%
P.O. Box 9134
Boston, MA 02117-9134

First Variable Life Insurance Co. 5.91%
700 Market Street
St. Louis, MO 63101-1829

As of April 7, 2000 our officers and trustees, as a group, owned less than 1%
of the International Portfolio's outstanding shares. As of April 15, 2000 the
following were record holders of 5% or more of the International Portfolio's
outstanding shares.

Midland National Life
Insurance Company (Annuity) 17.94%
1 Midland Plaza
Sioux Falls, SD 57193-0002

As of April 7, 2000 our officers and trustees, as a group, owned less than 1%
of the Mid-Cap Value Portfolio's outstanding shares. As of April 7, 2000 the
following were record holders of 5% or more of the Mid-Cap Value Portfolio's
outstanding shares.

Midland National Life
Insurance Company (Annuity) 5.21%
1 Midland Plaza
Sioux Falls, SD 57193-0002

Midland National Life
Insurance Company 6.02%
1 Midland Plaza
Sioux Falls, SD 57193-0002

As of April 7, 2000 our officers and trustees, as a group, owned less than 1%
of the Bond-Debenture Portfolio's outstanding shares. As of April 7, 2000 there
were no record holders of the Bond-Debenture Portfolio's outstanding shares.

11
<PAGE>

3.
Investment Advisory and Other Services

As described under "Management" in each of the Prospectuses, Lord Abbett is the
Company's investment manager. Seven of the general partners of Lord Abbett are
officers and/or directors of the Company and are identified as follows: Zane E.
Brown, Daniel E. Carper, Robert S. Dow, Paul A. Hilstad, W. Thomas Hudson,
Robert G. Morris, and Christopher J. Towles.

The other general partners of Lord Abbett are Stephen I. Allen, John E. Erard,
Robert P. Fetch, Daria L. Foster, Robert I. Gerber, Stephen I. McGruder, Michael
B. McLaughlin, Robert J. Noelke, Mark R. Pennington and John J. Walsh. The
address of each partner is 90 Hudson Street, Jersey City, New Jersey 07302-3973.

The services performed by Lord Abbett are described under "Management" in each
Fund's Prospectus. Under the Management Agreement, each Fund is obligated to pay
Lord Abbett a monthly fee, based on average daily net assets for each month, at
the annual rate of .50 of 1% of Growth and Income Portfolio's; .75 of 1% of
Mid-Cap Value Portfolio's; and 1.00% of International Portfolio's average daily
net assets. In addition, we are obligated to pay all expenses not expressly
assumed by Lord Abbett, including, without limitation, outside directors' fees
and expenses, association membership dues, legal and auditing fees, taxes,
transfer and dividend disbursing agent fees, shareholder servicing costs,
expenses relating to shareholder meetings, expenses of preparing, printing and
mailing stock certificates and shareholder reports, expenses of registering our
shares under federal and state securities laws, expenses of preparing, printing
and mailing prospectuses to existing shareholders, insurance premiums, brokerage
and other expenses connected with executing portfolio transactions.

Lord Abbett has entered into a sub-investment management agreement with
Fuji-Lord Abbett International, LTD. ("sub-adviser"). Lord Abbett is a minority
owner of the sub-adviser. The sub-adviser furnishes investment advisory services
in connection with the management of International Portfolio. Lord Abbett pays
for the cost of the sub-adviser's services.

For the fiscal years ended December 31, 1999, 1998, and 1997, Lord Abbett
received $152,068, $3,070,876, and $2,019,891, respectively, in management fees
with respect to the Growth and Income Portfolio.

For the period ended December 31, 1999, the management fee was .75 of 1% and was
waived by Lord Abbett with respect to the Mid-Cap Value Portfolio, and, except
for this waiver, would have amounted to $1,094.

For the period ended December 31, 1999, the management fee was 1.00% and was
waived by Lord Abbett with respect to the International Portfolio, and, except
for this waiver, would have amounted to $1,634.

Lord Abbett Distributor LLC, a New York limited liability company ("Lord Abbett
Distributor"), and a subsidiary of Lord Abbett, 90 Hudson Street, Jersey City,
New Jersey 07302, serves as the principal underwriter for the Funds.

The Bank of New York ("BNY"), 48 Wall Street, New York, New York, is the
Company's custodian. In accordance with the requirements of Rule 17f-5, the
Company's directors have approved arrangements permitting the Funds' foreign
assets not held by BNY or its foreign branches to be held by certain qualified
foreign banks and depositories.

The Sub-Custodians of BNY are:
Euro-Clear (a transnational securities depository); Australia: ANZ Banking
Group; Austria: Creditanstalt-Bankverein; Canada: Canadian Imperial Bank of
Commerce; Chile: Citibank, N.A.; Czech Republic: Ceskoslovenska Obchodni Banka;
Denmark: Den Danske Bank; Finland: Union Bank of Finland; Germany: J.P. Morgan
GmbH; Greece: National Bank of Greece S.A.; Hong Kong, Indonesia, Philippines,
Taiwan and Thailand: Hong Kong & Shanghai Banking Corp.; Hungary: Citibank
Budapest Rt; India: Hong Kong and Shanghai Banking Corporation; Ireland: Allied
Irish Banks, PLC; Israel: Bank Leumi LE-Israel B.M.; Japan: The Fuji Bank, Ltd.;
Jordan: Citibank, N.A.; Korea: Bank of Seoul; Luxembourg: Banque Internationale
A Luxembourg, S.A.; Mexico: Citibank, N.A.; Morocco: Banque Commerciale du
Maroc; Netherlands: Bank van Haften Labouchere; New Zealand: Anz Banking Group
Ltd.; Norway: Den Norske Bank; Pakistan: Citibank, N.A.; Peru: Citibank, N.A.;
Poland: Bank Handlowy w Warszawie S.A.; Portugal: Banco Espirito Santo E
Comercial de Lisboa; Malaysia, Singapore: Development Bank of Singapore; South
Africa: The First National Bank of Southern Africa; Sri Lanka: Hong Kong and
Shanghai Banking Corporation; Sweden: Skandinaviska Enskilda Banken;
Switzerland: Bank Leu; Turkey: Citibank, N.A.; Venezuela: Citibank, N.A.

12
<PAGE>

Deloitte & Touche LLP, Two World Financial Center, New York, New York 10128, are
the independent auditors of the Company and must be approved at least annually
by our Board of Directors to continue in such capacity. Deloitte & Touche LLP
perform audit services for the Funds including the examination of financial
statements included in our Annual Report to Shareholders.

United Missouri Bank of Kansas City, N.A., Tenth and Grand, Kansas City,
Missouri, acts as the transfer agent and dividend disbursing agent for the
Funds.

4.
Portfolio Transactions

The Company's policy is to obtain best execution on all our portfolio
transactions, which means that it seeks to have purchases and sales of portfolio
securities executed at the most favorable prices, considering all costs of the
transaction including brokerage commissions and dealer markups and markdowns and
taking into account the full range and quality of the brokers' services.
Consistent with obtaining best execution, each Fund may pay, as described below,
a higher commission than some brokers might charge on the same transaction. Our
policy with respect to best execution governs the selection of brokers or
dealers and the market in which the transaction is executed. To the extent
permitted by law, we may, if considered advantageous, make a purchase from or
sale to another Lord Abbett-sponsored fund without the intervention of any
broker-dealer.

Broker-dealers are selected on the basis of their professional capability and
the value and quality of their brokerage and research services. Normally, the
selection is made by traders who are officers of the Company and also are
employees of Lord Abbett. These traders do the trading as well for other
accounts -- investment companies (of which they are also officers) and other
investment clients -- managed by Lord Abbett. They are responsible for obtaining
best execution.

We pay a commission rate that we believe is appropriate to give maximum
assurance that our brokers will provide us, on a continuing basis, the highest
level of brokerage services available. While we do not always seek the lowest
possible commissions on particular trades, we believe that our commission rates
are in line with the rates that many other institutions pay. Our traders are
authorized to pay brokerage commissions in excess of those that other brokers
might accept on the same transactions in recognition of the value of the
services performed by the executing brokers, viewed in terms of either the
particular transaction or the overall responsibilities of Lord Abbett with
respect to us and the other accounts they manage. Such services include showing
us trading opportunities including blocks, a willingness and ability to take
positions in securities, knowledge of a particular security or market proven
ability to handle a particular type of trade, confidential treatment, promptness
and reliability.

Some of these brokers also provide research services, at least some of which are
useful to Lord Abbett in their overall responsibilities with respect to us and
the other accounts they manage. Research includes the furnishing of analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts and trading equipment and
computer software packages, acquired from third-party suppliers, that enable
Lord Abbett to access various information bases. Such services may be used by
Lord Abbett in servicing all their accounts, and not all of such services will
necessarily be used by Lord Abbett in connection with their management of the
Funds; conversely, such services furnished in connection with brokerage on other
accounts managed by Lord Abbett may be used in connection with their management
of the Funds, and not all of such services will necessarily be used by Lord
Abbett in connection with their advisory services to such other accounts. The
Funds have been advised by Lord Abbett that research services received from
brokers cannot be allocated to any particular account, are not a substitute for
Lord Abbett's services but are supplemental to their own research effort and,
when utilized, are subject to internal analysis before being incorporated by
Lord Abbett into their investment process. As a practical matter, it would not
be possible for Lord Abbett to generate all of the information presently
provided by brokers. While receipt of research services from brokerage firms has
not reduced Lord Abbett's normal research activities, the expenses of Lord
Abbett could be materially increased if it attempted to generate such additional
information through its own staff and purchased such equipment and software
packages directly from the suppliers.

No commitments are made regarding the allocation of brokerage business to or
among brokers, and trades are executed only when they are dictated by investment
decisions of the Lord Abbett-sponsored funds to purchase or sell portfolio
securities.

13
<PAGE>

If two or more broker-dealers are considered capable of offering the equivalent
likelihood of best execution, the broker-dealer who has sold the Funds' shares
and/or shares of other Lord Abbett-sponsored funds may be preferred. When, in
the opinion of the investment adviser, two or more brokers (either directly or
through their correspondent clearing agents) are in a position to obtain the
best price and execution, preference may be given to brokers who have sold
shares of a Fund or who have provided investment research, statistical, or other
related services to the investment adviser.

If other clients of Lord Abbett buy or sell the same security at the same time
as a Lord Abbett-sponsored fund does, transactions will, to the extent
practicable, be allocated among all participating accounts in proportion to the
amount of each order and will be executed daily until filled so that each
account shares the average price and commission cost of each day. Other clients
who direct that their brokerage business be placed with specific brokers or who
invest through wrap accounts introduced to Lord Abbett by certain brokers may
not participate with a Lord Abbett-sponsored fund in the buying and selling of
the same securities as described above. If these clients wish to buy or sell the
same security as we do, they may have their transactions executed at times
different from our transactions and thus may not receive the same price or incur
the same commission cost as a Lord Abbett-sponsored fund does.

For the fiscal years ended December 31, 1999, 1998, and 1997 we paid total
commissions to independent broker-dealers of $56,189, $395,908, and $321,279
respectively, for the Growth and Income Portfolio. For the period ended December
31, 1999, we paid total commissions to independent broker-dealers of $2,112, for
the Mid-Cap Value Portfolio. For the fiscal year ended December 31, 1999, we
paid total commissions to independent broker-dealers of $3,569, for the
International Portfolio. For the fiscal year ended December 31, 1999, we paid
total commissions to independent brokers-dealers of $0, for the Bond-Denture
Portfolio.

5.
Purchases, Redemptions
And Shareholder Services

Information concerning how we value our shares for the purchase and redemption
of our shares is contained in the Prospectus under "Purchases" and
"Redemptions," respectively.

As disclosed in the Prospectus, we calculate our net asset value as of the close
of the New York Stock Exchange ("NYSE") on each day that the NYSE is open for
trading by dividing our total net assets by the number of shares outstanding at
the time of calculation. The NYSE is closed on Saturdays and Sundays and the
following holidays -- New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The Company values its portfolio securities at market value as of the close of
the NYSE. Market value will be determined as follows: securities listed or
admitted to trading privileges on the New York or American Stock Exchange or on
the NASDAQ National Market System are valued at the last sales price, or, if
there is no sale on that day, at the mean between the last bid and asked prices,
or, in the case of bonds, in the over-the-counter market if, in the judgment of
the Funds' officers, that market more accurately reflects the market value of
the bonds. Over-the-counter securities not traded on the NASDAQ National Market
System are valued at the mean between the last bid and asked prices. Securities
for which market quotations are not available are valued at fair market value
under procedures approved by the Board of Directors.

The net asset value per share for the Class VC shares for each Fund will be
determined by taking Class VC shares net assets and dividing by shares
outstanding for each Fund. Our Class VC shares will be offered at net asset
value.

Distribution Arrangements

The Company on behalf of the Funds has entered into a distribution agreement
with Lord Abbett Distributor, under which Lord Abbett Distributor is obligated
to use its best efforts to find purchasers for the shares of the Funds, and to
make reasonable efforts to sell the shares so long as, in Lord Abbett
Distributor's judgment, a substantial distribution can be obtained by reasonable
efforts. In connection with the sale of its shares, the Fund has authorized Lord
Abbett Distributor to provide only such information and to make only such
statements and representations which are not materially misleading or which are
contained in the Fund's then current Prospectus or Statement of

14
<PAGE>

Additional Information or shareholder reports in such financial and other
statements which are furnished to Lord Abbett by the Fund.

The Fund and Lord Abbett Distributor are parties to a Distribution Agreement
that continues in force until December, 1999. The Distribution Agreement may be
terminated by either party and will automatically terminate in the event of its
assignment. The Distribution Agreement may be renewed annually if specifically
approved by the Board of Directors or by vote of a majority of the outstanding
voting securities of the Fund provided that any such renewal shall be approved
by the vote of a majority of the Directors who are not parties to the
Distribution Agreement and are not "interested persons" of the Fund and have no
direct or indirect financial interest in the operation of the Distribution
Agreement.

6.
Past Performance

Each Fund computes the average annual compounded rate of total return for Class
VC shares during specified periods that would equate the initial amount invested
to the ending redeemable value of such investment by adding one to the computed
average annual total return, raising the sum to a power equal to the number of
years covered by the computation and multiplying the result by one thousand
dollars, which represents a hypothetical initial investment. The calculation
assumes deduction of no charge from the initial amount invested and reinvestment
of all income dividends and capital gains distributions on the reinvestment
dates at net asset value The ending redeemable value is determined by assuming a
complete redemption at the end of the period(s) covered by the average annual
total return computation.

Using the computation described above, the Growth and Income Portfolio's
average annual compounded rates of total return for the one annual compounded
rates of total return for the one-year, five-years, and ten-years period ending
December 31, 1999, were 16.70%, 20.56%, and 16.25%, respectively. For the
Mid-Cap Value Portfolio and the International Portfolio no performance
information is provided because the Funds have not been in operation for a full
calendar year.

These figures represent past performance, and an investor should be aware that
the investment return and principal value of a Fund's investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. Therefore, there is no assurance that this performance will
be repeated in the future.

7.
Taxes

Each Fund intends to elect and to qualify for special tax treatment afforded
regulated investment companies under the Internal Revenue Code of 1986, as
amended (the "Code"). If it so qualifies, each Fund (but not its shareholders)
will be relieved of federal income taxes on the amount it timely distributes to
shareholders. If in any taxable year a Fund does not qualify as a regulated
investment company, all of its taxable income will be taxed to the Fund at
regular corporate rates.

A regulated investment company generally is subject to a 4 percent
non-deductible excise tax on certain amounts not distributed or treated as
having been distributed on a timely basis each calendar year. Each Fund will be
exempt from the application of the excise tax for any calendar year if all of
its shareholders during that calendar year are segregated asset accounts of a
life insurance company held in connection with variable contracts.

15
<PAGE>

Tax Treatment of Variable Annuity and Variable Life Insurance Contracts.

For variable annuity and variable life insurance contracts to receive favorable
tax treatment, certain diversification requirements must be satisfied. To
determine whether the diversification requirements are satisfied, an insurance
company that offers variable annuity and variable life insurance contracts
generally may look through to the assets of a regulated investment company in
which it owns shares if, among other requirements, all the shares of the
regulated investment company are held by segregated asset accounts of insurance
companies. Because each Fund expects that this look-through rule will apply in
determining whether the diversification requirements are satisfied with respect
to the variable contracts of insurance companies that own shares in the Fund,
each Fund intends to comply with these requirements.

The diversification requirements can be satisfied in two ways. First, the
requirements will be satisfied if each Fund invests not more than 55 percent of
the total value of its assets in the securities of a single issuer; not more
than 70 percent of the value of its total assets in the securities of any two
issuers; not more than 80 percent of the value of its total assets in the
securities of any three issuers; and not more than 90 percent of the value of
its total assets in the securities of any four issuers. For purposes of this
diversification rule, each government agency or instrumentality is treated as a
separate issuer. Alternatively, the diversification requirements will be
satisfied with respect to Fund shares owned by insurance companies as
investments for variable contracts if (i) no more than 55 percent of the value
of each Fund's total assets consists of cash, cash items (including
receivables), U.S. government securities, and securities of other regulated
investment companies, and (ii) each Fund satisfies separate diversification
requirements applicable to regulated investment companies. To satisfy these
latter requirements, each Fund at the end of each quarter of its taxable year
must invest (i) at least 50 percent of the value of its total assets in cash and
cash items (including receivables), U.S. government securities, securities of
other regulated investment companies, and other securities limited generally in
respect of any one issuer to not more than 5 percent of the value of the total
assets of the Fund and not more than 10 percent of the outstanding voting
securities of the issuer, and (ii) not more than 25 percent of the value of its
total assets in the securities (other than those of the U.S. government or other
regulated investment companies) of any one issuer or two or more issuers that
the Fund controls and which are engaged in the same, similar, or related trades
or businesses.

For a discussion of the tax consequences to owners of variable annuity and
variable life insurance contracts, please see the prospectuses of the separate
accounts of the insurance companies that offer variable life and variable
annuity contracts. Because everyone's tax situation is unique, you also should
consult your tax adviser regarding the tax consequence of owning variable
contracts under the federal, state, and local tax rules that apply to you.

Call Options and Other Investment Techniques.

The writing of call options and other investment techniques and practices which
the Funds may use may affect the character and timing of the recognition of
gains and losses. These transactions may increase the amount of short-term
capital gain realized by the Funds and may defer the recognition of losses by
the Funds. Accordingly, these transactions could affect the timing of
distributions to shareholders and could require the Funds to liquidate
securities in order to meet their distribution requirements.

Investments in Foreign Securities.

The Funds may be subject to foreign withholding taxes on payments received from
investments in foreign securities. These withholding taxes would reduce the
yield on the underlying investments.

If a Fund purchases shares in certain foreign investment entities called
"passive foreign investment companies," the Fund may be subject to United States
federal income tax on a portion of any "excess distribution" or gain from the
disposition of the shares, even if the income is distributed as a taxable
dividend by the Fund to its shareholders. Additional charges in the nature of
interest may be imposed on the Fund in respect of deferred taxes arising from
such distributions or gains. If a Fund were to make a "qualified electing Fund"
election with respect to its investment in a passive foreign investment company,
in lieu of the foregoing requirements, the Fund might be required to include in
income each year a portion of the ordinary earnings and net capital gains of the
passive foreign investment company, even if that amount were not distributed to
the Fund. Alternatively, if a Fund were to make a "mark-to-market" election with
respect to its investment in a passive foreign investment company, gain or loss
with respect to the investment would be considered realized at the end of each
taxable year of the Fund even if the Fund continued to hold the investment, and
would be treated as ordinary income or loss to the Fund.

16
<PAGE>

Accordingly, making either the qualified electing fund or mark-to-market
election may require a Fund to liquidate other investments to meet its
distribution requirements. Liquidating investments in this manner could
accelerate the recognition of gain and affect a Fund's total return.

8.
Information About the Company

The directors, trustees and officers of Lord Abbett-sponsored funds, together
with the partners and employees of Lord Abbett, are permitted to purchase and
sell securities for their personal investment accounts. In engaging in personal
securities transactions, however, such persons are subject to requirements and
restrictions contained in the Company's Code of Ethics which complies, in
substance, with each of the recommendations of the Investment Company
Institute's Advisory Group on Personal Investing. Among other things, the Code
requires that Lord Abbett partners and employees obtain advance approval before
buying or selling securities, submit confirmations and quarterly transaction
reports, and obtain approval before becoming a director of any company; and it
prohibits such persons from investing in a security 7 days before or after any
Lord Abbett-sponsored fund or Lord Abbett-managed account considers a trade or
trades in such security, from profiting on trades of the same security within
60 days, and from trading on material and non-public information. The Code
imposes certain similar requirements and restrictions on the independent
directors and trustees of each Lord Abbett-sponsored fund to the extent
contemplated by the recommendations of such Advisory Group.

Rule 18f-2 under the Act provides that any matter required to be submitted, by
the provisions of the Act or applicable state law, or otherwise, to the
holders of the outstanding voting securities of an investment company such as
each Fund shall not be deemed to have been effectively acted upon unless
approved by the holders of a majority of the outstanding shares of each class
affected by such matter. Rule 18f-2 further provides that a class shall be
deemed to be affected by a matter unless the interests of each class in the
matter are substantially identical or the matter does not affect any interest of
such class. However, the Rule exempts the selection of independent public
accountants, the approval of a contract with a principal underwriter and the
election of directors from its separate voting requirements.

9.
Financial Statements

The financial statements for the fiscal year ended December 31, 1999 with
respect to Growth and Income Portfolio, Mid-Cap Value Portfolio, and
International Portfolio, and the report of Deloitte & Touche LLP, independent
auditors, on such financial statements contained in the 1999 Annual Report to
Shareholders of the Lord Abbett Series Fund, Inc. are incorporated herein by
reference to such financial statements and report in reliance upon the authority
of Deloitte & Touche LLP as experts in auditing and accounting.

<PAGE>

PART C
OTHER INFORMATION

This Post-Effective Amendment No. 18 (the "Amendment") to the Registrant's
Registration Statement relates only to Class VC of the Growth and Income
Portfolio; the International Portfolio; the Mid-Cap Value Portfolio; and the
Bond-Debenture Portfolio of the Lord Abbett Series Fund, Inc.

Item 23 Exhibits

(a) Articles of Incorporation are incorporated by reference.
(b) By-Laws incorporated by reference Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A filed 3/1/99.
(c) Instruments Defining Rights of Security Holders incorporated by reference.
(d) Investment Advisory Contracts incorporated by reference.
(e) Underwriting Contracts incorporated by reference.
(f) Bonus or Profit Sharing Contracts is incorporated by reference to Post
Effective Amendment No. 6 to the Registration Statement on Form N-1A filed
on October 7, 1994.
(g) Custodian Agreements incorporated by reference.
(h) Other Material Contracts incorporated by reference.
(i) Consent to Legal Opinion. Filed herewith.
(j) Consent of Independent Auditors. Filed herewith.
(k) Omitted Financial Statements incorporated by reference.
(l) Initial Capital Agreements incorporated by reference.
(m) Rule 12b-1 Plan. Incorporated by reference to Post Effective Amendment No.
12 filed on August 29, 1996.
(n) Financial Data Schedule. Incorporated by reference to the Registrant's Form
N-SAR filed February 28, 2000 (Accession No. 0000855396-00-000001).
(o) Rule 18f-3 Plan. Incorporated by reference to Post Effective Amendment No.
12 filed on August 29, 1996.
(p) Code of Ethics. Filed herewith.

Item 24 Persons Controlled by or Under Common Control with the Fund
-----------------------------------------------------------

None.

Item 25 Indemnification
---------------

All Directors, officers, employees and agents of Registrant
are to be indemnified as set forth in Section 4.3 of
Registrant's Declaration of Trust.

Insofar as indemnification for liability arising under the
Securities Act of 1933 (the "Act") may be permitted to
Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expense incurred or paid by a
Director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such Director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>

In addition, Registrant maintains a Directors'/Trustees' and
officers' errors and omissions liability insurance policy
protecting Directors/Trustees and officers against liability
for breach of duty, negligent act, error or omission committed
in their capacity as Director/Trustees or officers. The policy
contains certain exclusions, among which is exclusion from
coverage for active or deliberate dishonest or fraudulent acts
and exclusion for fines or penalties imposed by law or other
matters deemed uninsurable.

Item 26 Business and Other Connections of Investment Adviser
----------------------------------------------------

Lord, Abbett & Co. acts as investment adviser for twelve other
investment companies and as investment adviser to
approximately 8,300 private accounts as of December 31, 1999.
Other than acting as trustees, directors and/or officers of
open-end investment companies managed by Lord, Abbett & Co.,
none of Lord, Abbett & Co.'s partners has, in the past two
fiscal years, engaged in any other business, profession,
vocation or employment of a substantial nature for his own
account or in the capacity of director, officer, employee,
partner or trustee of any entity.

Item 27 Principal Underwriters
----------------------

(a) Lord Abbett Mid-Cap Value Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Tax-Free Income Fund, Inc.
Lord Abbett Global Fund, Inc.
Lord Abbett U.S. Government Money Market Fund, Inc.
Lord Abbett Equity Fund
Lord Abbett Tax-Free Income Trust
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Research Fund, Inc.
Lord Abbett Securities Trust

(b) The partners of Lord, Abbett & Co. are:

Name and Principal Positions and Offices
Business Address (1) with Registrant
-------------------- ---------------

Robert S. Dow Chairman and President
W. Thomas Hudson Executive Vice President
Christopher J. Towle Executive Vice President
Paul A. Hilstad Vice President & Secretary
Zane E. Brown Vice President
Daniel E. Carper Vice President
Robert G. Morris Vice President

The other general partners of Lord Abbett & Co. who are
neither officers nor directors of the Registrant are Stephen
I. Allen, John E. Erard, Robert P. Fetch, Daria L. Foster,
Robert I. Gerber, Stephen I. McGruder, Michael McLaughlin,
Robert J. Noelke, R. Mark Pennington, and John J. Walsh.

Each of the above has a principal business address:
90 Hudson Street, Jersey City, New Jersey 07302-3973.

<PAGE>

Item 28 Location of Accounts and Records
--------------------------------

Registrant maintains the records, required by Rules 31a - 1(a)
and (b), and 31a - 2(a) at its main office.

Lord, Abbett & Co. maintains the records required by Rules 31a
- 1(f) and 31a - 2(e) at its main office.

Certain records such as cancelled stock certificates and
correspondence may be physically maintained at the main office
of the Registrant's Transfer Agent, Custodian, or Shareholder
Servicing Agent within the requirements of Rule 31a-3.

Item 29 Management Services
-------------------

None

Item 30 Undertakings
------------

The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without
charge.

The registrant undertakes, if requested to do so by the
holders of at least 10% of the registrant's outstanding
shares, to call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or directors
and to assist in communications with other shareholders as
required by Section 16(c) of the Investment Company Act of
1940, as amended.

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jersey City, and State of New Jersey on the 28th day
of April, 2000.

BY: /s/ Lawrence H. Kaplan
----------------------
Lawrence H. Kaplan
Vice President

BY: /s/ Donna M. McManus
--------------------
Donna M. McManus
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

Signatures Title Date

Chairman, President
/s/Robert S. Dow* and Director/Trustee 4/28/00
- ------------------ ------------------------------ ----------
Robert S. Dow

/s/E. Thayer Bigelow* Director/Trustee 4/28/00
- --------------------------- ------------------------------ ----------
E. Thayer Bigelow

/s/Robert B. Calhoun* Director/Trustee 4/28/00
- --------------------------- ------------------------------- ----------
Robert B. Calhoun

/s/Stewart S. Dixon* Director/Trustee 4/28/00
- --------------------------- ------------------------------- ----------
Stewart S. Dixon

/s/John C. Jansing* Director/Trustee 4/28/00
- --------------------------- ------------------------------- ----------
John C. Jansing

/s/C. Alan MacDonald* Director/Trustee 4/28/00
- --------------------------- ------------------------------- ----------
C. Alan MacDonald

/s/ Hansel B. Millican, Jr.* Director/Trustee 4/28/00
- ----------------------------- ------------------------------ ----------
Hansel B. Millican, Jr

/s/ Thomas J. Neff* Director/Trustee 4/28/00
- --------------------------- ------------------------------ ----------
Thomas J. Neff

*BY: Lawrence H. Kaplan
Attorney-in-Fact

April 28, 2000
Lord Abbett Series Fund, Inc.
90 Hudson Street
Jersey City, NJ 07302-3972

Dear Sirs:

You have requested our opinion in connection with your filing of Amendment
No. 18 to the Registration Statement on Form N-1A (the "Amendment") under the
Investment Company Act of 1940, as amended, of Lord Abbett Series Fund, Inc., a
Maryland Corporation (the "Company"), and in connection therewith your
registration of the following shares of beneficial interest, with a par value of
$.001 each, of the Company (collectively, the "Shares"): Growth and Income
Portfolio (Variable Contract Class); and classes of shares designated
International Portfolio, Mid-Cap Value Portfolio, and Bond-Debenture Portfolio.

We have examined and relied upon originals, or copies certified to our
satisfaction, of such company records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion set forth below.

We are of the opinion that the Shares issued in the continuous offering
have been duly authorized and, assuming the issuance of the Shares for cash at
net asset value and receipt by the Company of the consideration therefor as set
forth in the Amendment and that the number of shares issued does not exceed the
number authorized, the Shares will be validly issued, fully paid and
nonassessable.

We express no opinion as to matters governed by any laws other than the
Title 2 of the Maryland Code. We consent to the filing of this opinion solely in
connection with the Amendment. In giving such consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

WILMER, CUTLER & PICKERING

By:/s/ MARIANNE K. SMYTHE
Marianne K. Smythe, a partner

<PAGE>
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective
Amendment No. 18 to Registration Statement No. 33-31072 of Lord Abbett Series
Fund, Inc. - Growth and Income Portfolio, International Portfolio, Mid-Cap Value
Portfolio and Bond-Debenture Portfolio on Form N-1A of our report dated February
25, 2000, appearing in the annual report to shareholders of Lord Abbett Series
Fund, Inc. - Growth and Income Portfolio, International Portfolio and Mid-Cap
Value Portfolio for the period ended December 31, 1999, and to the references to
us under the captions "Financial Highlights" in the Prospectus and "Investment
Advisory and Other Services" and "Financial Statements" in the Statement of
Additional Information, both of which are part of such Registration Statement.

DELOITTE & TOUCHE LLP
New York, New York
April 24, 2000

LORD, ABBETT & CO.
LORD ABBETT-SPONSORED FUNDS
AND
LORD ABBETT DISTRIBUTOR LLC

CODE OF ETHICS

I. Statement of General Principles

The personal investment activities of any officer, director, trustee or
employee of the Lord Abbett-sponsored Funds (the Funds) or any partner or
employee of Lord, Abbett & Co. (Lord Abbett) will be governed by the following
general principles: (1) Covered Persons have a duty at all times to place first
the interests of Fund shareholders and, in the case of employees and partners of
Lord Abbett, beneficiaries of managed accounts; (2) all securities transactions
by Covered Persons shall be conducted consistent with this Code and in such a
manner as to avoid any actual or potential conflict of interest or any abuse of
an individual's position of trust and responsibility; and (3) Covered Persons
should not take inappropriate advantage of their positions with Lord Abbett or
the Funds.

II. Specific Prohibitions

No person covered by this Code, shall purchase or sell a security, except
an Excepted Security, if there has been a determination to purchase or sell such
security for a Fund (or, in the case of any employee or partner of Lord, Abbett,
for another client of Lord Abbett), or if such a purchase or sale is under
consideration for a Fund (or, in the case of an employee or partner of Lord
Abbett, for another client of Lord Abbett), nor may such person have any
dealings in a security that he may not purchase or sell for any other account in
which he has Beneficial Ownership, or disclose the information to anyone, until
such purchase, sale or contemplated action has either been completed or
abandoned.

III. Obtaining Advance Approval

Except as provided in Sections V and VI of this Code, all proposed
transactions in securities (privately or publicly owned) by Covered Persons,
except transactions in Excepted Securities, should be approved consistent with
the provisions of this Code in advance by one of the partners of Lord Abbett. In
order to obtain approval, the Covered Person must send their request via e-mail
to Isabel Herrera, or in her absence, Chrissy DeCicco, who will obtain a
partner's approval. After approval has been obtained, the Covered Person may act
on it within the next seven business days, unless he sooner learns of a
contemplated action by Lord Abbett. After the seven business days, or upon
hearing of such contemplated action, a new approval must be obtained.

Furthermore, in addition to the above requirements, partners and employees
directly involved must disclose information they may have concerning securities
they may want to purchase or sell to any portfolio manager who might be
interested in the securities for the portfolios they manage.

IV. Reporting and Certification Requirements; Brokerage Confirmations

(1) Except as provided in Sections V and VI of this Code, within 10 days
following the end of each calendar quarter each Covered Person must file
with Ms. Herrera a signed Security Transaction Reporting Form. The form
must be signed and filed whether or not any security transaction has been
effected. If any transaction has been effected during the quarter for the
Covered Person's account or for any account in which he has a direct or
indirect Beneficial Ownership, it must be reported. Excepted from this
reporting requirement are transactions effected in any accounts over which
the Covered Person has no direct or indirect influence or control and
transactions in Excepted Securities. Ms. Herrera is responsible for
reviewing these transactions promptly and must bring any apparent violation
to the attention of the General Counsel of Lord Abbett.

(2) Each employee and partner of Lord Abbett will upon commencement of
employment and annually thereafter disclose all personal securities
holdings and annually certify that: (i) they have read and understand this
Code and recognize they are subject hereto; and (ii) they have complied
with the requirements of this Code and disclosed or reported all securities
transactions required to be disclosed or reported pursuant to the
requirements of this Code.

(3) Each employee and partner of Lord Abbett will direct his brokerage firm to
send copies of all confirmations and all monthly statements directly to Ms.
Herrera.

(4) Each employee and partner of Lord Abbett who has a Fully-Discretionary
Account (as defined in Section VI) shall disclose all pertinent facts
regarding such Account to Lord Abbett's General Counsel upon commencement
of employment. Each such employee or partner shall thereafter annually
certify on the prescribed form that he or she has not and will not exercise
any direct or indirect influence or control over such Account, and has not
discussed any potential investment decisions with such independent
fiduciary in advance of any such transactions.

V. Special Provisions Applicable to Outside Directors and Trustees of theFunds

The primary function of the Outside Directors and Trustees of the Funds is
to set policy and monitor the management performance of the Funds' officers and
employees and the partners and employees of Lord Abbett involved in the
management of the Funds. Although they receive complete information as to actual
portfolio transactions, Outside Directors and Trustees are not given advance
information as to the Funds' contemplated investment transactions.

An Outside Director or Trustee wishing to purchase or sell any security
will therefore generally not be required to obtain advance approval of his
security transactions. If, however, during discussions at Board meetings or
otherwise an Outside Director or Trustee should learn in advance of the Funds'
current or contemplated investment transactions, then advance approval of
transactions in the securities of such company(ies) shall be required for a
period of 30 days from the date of such Board meeting. In addition, an Outside
Director or Trustee can voluntarily obtain advance approval of any security
transaction or transactions at any time.

No report described in Section IV (1) will be required of an Outside
Director or Trustee unless he knew, or in the ordinary course of fulfilling his
official duties as a director or trustee should have known, at the time of his
transaction, that during the 15-day period immediately before or after the date
of the transaction (i.e., a total of 30 days) by the Outside Director or Trustee
such security was or was to be purchased or sold by any of the Funds or such a
purchase or sale was or was to be considered by a Fund. If he makes any
transaction requiring such a report, he must report all securities transactions
effected during the quarter for his account or for any account in which he has a
direct or indirect Beneficial Ownership interest and over which he has any
direct or indirect influence or control. Each Outside Director and Trustee will
direct his brokerage firm to send copies of all confirmations of securities
transactions to Ms. Herrera, and annually make the certification required under
Section IV(2)(i) and (ii). Outside Directors' and Trustees' transactions in
Excepted Securities are excepted from the provisions of this Code.

It shall be prohibited for an Outside Director or Trustee to (i) trade on
material non-public information, or (ii) trade in options with respect to
securities covered by this Code without advance approval from Lord Abbett. Prior
to accepting an appointment as a director of any company, an Outside Director or
Trustee will advise Lord Abbett and discuss with Lord Abbett's Managing Partner
whether accepting such appointment creates any conflict of interest or other
issues.

If an Outside Director or Trustee, who is a director or an employee of, or
consultant to, a company, receives a grant of options to purchase securities in
that company (or an affiliate), neither the receipt of such options, nor the
exercise of those options and the receipt of the underlying security, requires
advance approval from Lord Abbett. Further, neither the receipt nor the exercise
of such options and receipt of the underlying security is reportable by such
Outside Director or Trustee. Finally, neither the receipt nor the exercise of
such options shall be considered "trading in options" within the meaning of the
preceding paragraph of this Section V.

VI. Additional Requirements relating to Partners and Employees of Lord Abbett

It shall be prohibited for any partner or employee of Lord Abbett:

(1) To obtain or accept favors or preferential treatment of any kind or gift or
other thing having a value of more than $100 from any person or entity that
does business with or on behalf of the investment company---no partner or
employee shall have any ownership interest in a brokerage firm;

(2) to trade on material non-public information or otherwise fail to comply
with the Firm's Statement of Policy and Procedures on Receipt and Use of
Inside Information adopted pursuant to Section 15(f) of the Securities
Exchange Act of 1934 and Section 204A of the Investment Advisers Act of
1940;

(3) to trade in options with respect to securities covered under this Code;

(4) to profit in the purchase and sale, or sale and purchase, of the same (or
equivalent) securities within 60 calendar days (any profits realized on
such short-term trades shall be disgorged to the appropriate Fund or as
otherwise determined);

(5) to trade in futures or options on commodities, currencies or other
financial instruments, although the Firm reserves the right to make rare
exceptions in unusual circumstances which have been approved by the Firm in
advance;

(6) to engage in short sales or purchase securities on margin;

(7) to buy or sell any security within seven business days before or after any
Fund (or other Lord Abbett client) trades in that security (any profits
realized on trades within the proscribed periods shall be disgorged to the
Fund (or the other client) or as otherwise determined);

(8) to subscribe to new or secondary public offerings, even though the offering
is not one in which the Funds or Lord Abbett's advisory accounts are
interested;

(9) to become a director of any company without the Firm's prior consent and
implementation of appropriate safeguards against conflicts of interest.

In connection with any request for approval, pursuant to Section III of
this Code, of an acquisition by partners or employees of Lord Abbett of any
securities in a private placement, prior approval will take into account, among
other factors, whether the investment opportunity should be reserved for any of
the Funds and their shareholders (or other clients of Lord Abbett) and whether
the opportunity is being offered to the individual by virtue of the individual's
position with Lord Abbett or the Funds. An individual's investment in
privately-placed securities will be disclosed to the Managing Partner of Lord
Abbett if such individual is involved in consideration of an investment by a
Fund (or other client) in the issuer of such securities. In such circumstances,
the Fund's (or other client's) decision to purchase securities of the issuer
will be subject to independent review by personnel with no personal interest in
the issuer.

If a spouse of a partner or employee of Lord Abbett who is a director or an
employee of, or a consultant to, a company, receives a grant of options to
purchase securities in that company (or an affiliate), neither the receipt nor
the exercise of those options requires advance approval from Lord Abbett or
reporting. Any subsequent sale of the security acquired by the option exercise
by that spouse would require advance approval and is a reportable transaction.

Advance approval is not required for transactions in any account of a
Covered person if the Covered Person has no direct or indirect influence or
control ( a "Fully-Discretionary Account"). A Covered person will be deemed to
have "no direct or indirect influence or control" over an account only if : (i)
investment discretion for the account has been delegated to an independent
fiduciary and such investment discretion is not shared with the employee, (ii)
the Covered Person certifies in writing that he or she has not and will not
discuss any potential investment decisions with such independent fiduciary
before any transaction and (iii) the General Counsel of Lord Abbett has
determined that the account satisfies these requirements. Transaction in
Fully-Discretionary Accounts by an employee or partner of Lord Abbett are
subject to the post-trade reporting requirements of this Code.

VII. Enforcement

The Secretary of the Funds and General Counsel for Lord Abbett (who may be
the same person) each is charged with the responsibility of enforcing this Code,
and may appoint one or more employees to aid him in carrying out his enforcement
responsibilities. The Secretary shall implement a procedure to monitor
compliance with this Code through a periodic review of personal trading records
provided under this Code against transactions in the Funds and managed
portfolios. The Secretary shall bring to the attention of the Funds' Audit
Committees any apparent violations of this Code, and the Audit Committees shall
determine what action shall be taken as a result of such violation. The record
of any violation of this Code and any action taken as a result thereof, which
may include suspension or removal of the violator from his position, shall be
made a part of the permanent records of the Audit Committees of the Funds. The
Secretary shall also prepare an annual report to the directors or trustees of
the Funds that (a) summarizes Lord Abbett's procedures concerning personal
investing, including the procedures followed by partners in determining whether
to give approvals under Section III and the procedures followed by Ms. Herrera
in determining pursuant to Section IV whether any Funds have determined to
purchase or sell a security or are considering such a purchase or sale, and any
changes in those procedures during the past year, and (b) identifies any
recommended changes in the restrictions imposed by this Code or in such
procedures with respect to the Code and any changes to the Code based upon
experience with the Code, evolving industry practices or developments in the
regulatory environment.

The Audit Committee of each of the Funds and the General Counsel of Lord
Abbett may determine in particular cases that a proposed transaction or proposed
series of transactions does not conflict with the policy of this Code and exempt
such transaction or series of transactions from one or more provisions of this
Code.

VIII. Definitions

"Covered Person" means any officer, director, trustee, director or trustee
emeritus or employee of any of the Funds and any partner or employee of Lord
Abbett. (See also definition of "Beneficial Ownership.")

"Excepted Securities" are shares of the Funds, bankers' acceptances, bank
certificates of deposit, commercial paper, shares of registered open-end
investment companies and U.S. Government securities.

"Outside Directors and Trustees" are directors and trustees who are not
"interested persons" as defined in the Investment Company Act of 1940.
"Security" means any stock, bond, debenture or in general any instrument
commonly known as a security and includes a warrant or right to subscribe to or
purchase any of the foregoing and also includes the writing of an option on any
of the foregoing.

"Beneficial Ownership" is interpreted in the same manner as it would be
under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1
thereunder. Accordingly, "beneficial owner" includes any Covered Person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares a direct or indirect pecuniary interest
(i.e. the ability to share in profits derived from such security) in any equity
security, including:

(i) securities held by a person's immediate family sharing the same house
(with certain exceptions);

(ii) a general partner's interest in portfolio securities held by a general
or limited partnership;

(iii) a person's interest in securities held in trust as trustee, beneficiary
or settlor, as provided in Rule 16a-8(b); and

(iv) a person's right to acquire securities through options, rights or other
derivative securities.

"Gender/Number" whenever the masculine gender is used herein, it includes
the feminine gender as well, and the singular includes the plural and the plural
includes the singular, unless in each case the context clearly indicates
otherwise.